Exhibit
10.1

      


       

      EXECUTION
COPY

      


       

      US$600,000,000

       

      FACILITY
AGREEMENT

       

      dated 24
November 2009

       

      for

       

      BUNGE
FINANCE EUROPE B.V.

      as
Borrower

       

      arranged
by

       

      BNP
PARIBAS

      


      CALYON

      


      COÖPERATIEVE
CENTRALE RAIFFEISEN-BOERENLEENBANK B.A.

      


      FORTIS
BANK (NEDERLAND) N.V.

      


      ING BANK
N.V.

      


      LLOYDS
TSB BANK plc

      


      THE ROYAL
BANK OF SCOTLAND PLC

      


      SG
AMERICAS SECURITIES LLC

      and

      


      STANDARD
CHARTERED BANK

      


      with

       

      FORTIS
BANK (NEDERLAND) N.V.

      acting as
Agent

       

      
        
          

        



      REVOLVING
FACILITY AGREEMENT

       

        
          

        

      

      


      
        
          
          

        

        
          - i
-

          
            

          

        

        
          
          

        

      

       

    

    
      	
              CONTENTS

            
	
              Clause

            	
              Page

            


    

    


     

    
      
        	
                1.

              	
                Definitions
      and Interpretation

              	
                1

              
	 
      	 
      	 
      
	
                2.

              	
                The
      Facility

              	
                19

              
	 
      	 
      	 
      
	
                3.

              	
                Purpose

              	
                19

              
	 
      	 
      	 
      
	
                4.

              	
                Conditions
      of Utilisation

              	
                19

              
	 
      	 
      	 
      
	
                5.

              	
                Utilisation

              	
                21

              
	 
      	 
      	 
      
	
                6.

              	
                Repayment

              	
                22

              
	 
      	 
      	 
      
	
                7.

              	
                Prepayment
      and Cancellation

              	
                23

              
	 
      	 
      	 
      
	
                8.

              	
                Interest

              	
                25

              
	 
      	 
      	 
      
	
                9.

              	
                Interest
      Periods

              	
                26

              
	 
      	 
      	 
      
	
                10.

              	
                Changes
      to the Calculation of Interest

              	
                26

              
	 
      	 
      	 
      
	
                11.

              	
                Fees

              	
                27

              
	 
      	 
      	 
      
	
                12.

              	
                Tax
      Gross Up and Indemnities

              	
                29

              
	 
      	 
      	 
      
	
                13.

              	
                Increased
      Costs

              	
                32

              
	 
      	 
      	 
      
	
                14.

              	
                Other
      Indemnities

              	
                33

              
	 
      	 
      	 
      
	
                15.

              	
                Mitigation
      by the Lenders

              	
                34

              
	 
      	 
      	 
      
	
                16.

              	
                Costs
      And Expenses

              	
                35

              
	 
      	 
      	 
      
	
                17.

              	
                Representations

              	
                36

              
	 
      	 
      	 
      
	
                18.

              	
                Positive
      Covenants

              	
                39

              
	 
      	 
      	 
      
	
                19.

              	
                Negative
      Covenants

              	
                42

              
	 
      	 
      	 
      
	
                20.

              	
                Covenant
      of Agent and Lenders and Patriot Act notice

              	
                45

              
	 
      	 
      	 
      
	
                21.

              	
                Events
      of Default

              	
                46

              
	 
      	 
      	 
      
	
                22.

              	
                Use
      of Websites

              	
                50

              
	 
      	 
      	 
      
	
                23.

              	
                Changes
      to the Lenders

              	
                53

              
	 
      	 
      	 
      
	
                24.

              	
                Changes
      to the Borrower

              	
                59

              
	 
      	 
      	 
      
	
                25.

              	
                Role
      of the Agent and the Arrangers

              	
                60

              
	 
      	 
      	 
      
	
                26.

              	
                Conduct
      of Business by the Finance Parties

              	
                65

              
	 
      	 
      	 
      
	
                27.

              	
                Sharing
      Among the Finance Parties

              	
                66

              
	 
      	 
      	 
      
	
                28.

              	
                Payment
      Mechanics

              	
                68

              
	 
      	 
      	 
      
	
                29.

              	
                Set-Off

              	
                70

              
	 
      	 
      	 
      
	
                30.

              	
                Notices

              	
                70

              
	 
      	 
      	 
      
	
                31.

              	
                Calculations
      and Certificates

              	
                72

              
	 
      	 
      	 
      
	
                32.

              	
                Partial
      Invalidity

              	
                73

              
	 
      	 
      	 
      
	
                33.

              	
                Remedies
      and Waivers

              	
                73

              
	 
      	 
      	 
      


         

        
          
            
            

          

          
            - i
-

            
              

            

          

          
            
            

          

        

         

        	
                34.

              	
                Amendments
      and Waivers

              	
                73

              
	 
      	 
      	 
      
	
                35.

              	
                Counterparts

              	
                75

              
	 
      	 
      	 
      
	
                36.

              	
                Governing
      Law

              	
                76

              
	 
      	 
      	 
      
	
                37.

              	
                Enforcement

              	
                76

              


      

       

      
        	
                Schedule
      1 Applicable Margin

              	
                77

              
	 
      	 
      
	
                Schedule
      2 The Original Lenders

              	
                79

              
	 
      	 
      
	
                Schedule
      3 Conditions Precedent

              	
                81

              
	 
      	 
      
	
                Schedule
      4 Utilisation Request

              	
                84

              
	 
      	 
      
	
                Schedule
      5 Mandatory Cost Formulae

              	
                85

              
	 
      	 
      
	
                Schedule
      6 Form of Transfer Certificate

              	
                87

              
	 
      	 
      
	
                Schedule
      7 Timetables

              	
                89

              
	 
      	 
      
	
                Schedule
      8 Form of Confidentiality Undertaking

              	
                90

              
	 
      	 
      


      

       

      
        	
                EXHIBIT

              	
                Form
      of Parent Guarantee

              	
                102

              


      

    

     

     

     

    
      
        
        

      

      
        - ii
-

        
          

        

      

      
        
        

      

    

     

    
      	
              THIS AGREEMENT is
      dated

            	
              November
      2009 and made between:

            


    

    


    
      	
              (1)

            	
              BUNGE FINANCE EUROPE
      B.V. a private company with limited liability (besloten vennootschap met
      beperkte aansprakelijkheid) incorporated under the laws of The
      Netherlands having its corporate seat (statutaire zetel) in
      Rotterdam, The Netherlands and its registered office at 11720 Borman
      Drive, St. Louis, Missouri 63146, United States of America and registered
      with the commercial register (handelsregister) of the
      Chamber of Commerce (Kamer van Koophandel)
      in Rotterdam under number 24347428 (the “Borrower”);

            


    

     

    
      	
              (2)

            	
              BNP PARIBAS, CALYON, COÖPERATIEVE CENTRALE
      RAIFFEISEN-BOERENLEENBANK B.A, FORTIS BANK (NEDERLAND) N.V., ING BANK
      N.V., LLOYDS TSB BANK PLC, THE ROYAL BANK OF SCOTLAND
      PLC, SG AMERICAS SECURITIES LLC and STANDARD CHARTERED BANK
      as mandated lead arrangers and bookrunners (each an “Arranger” and together
      the “Arrangers”);

            


    

     

    
      	
              (3)

            	
              THE FINANCIAL INSTITUTIONS
      listed on Schedule 2 (The Original Lenders)
      as lenders (the “Original
      Lenders”); and

            


    

     

    
      	
              (4)

            	
              FORTIS BANK (NEDERLAND) N.V.
      as agent of the other Finance Parties (the “Agent”).

            


    

     

    IT IS AGREED as
follows:

     

    INTERPRETATION

     

    
      	
              1.

            	
              DEFINITIONS AND
      INTERPRETATION

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    In this
Agreement:

     

    “2006 Facility” means the revolving facility
agreement dated 20 December 2006 between, amongst others, Bunge Finance Europe
B.V. as borrower, BNP Paribas and HSBC Bank plc as mandated lead arrangers, HSBC
Bank plc as agent and the persons listed therein as lenders.

     

    “Acceptable Bank”
means:

     

    
      	
               
      

            	
              (a)

            	
              a
      bank or financial institution which has a rating for its long-term
      unsecured and non credit-enhanced debt obligations of BBB+ or higher by
      Standard & Poor’s Rating Services or Fitch Ratings Ltd or Baa1 or
      higher by Moody’s Investor Services Limited or a comparable rating from an
      internationally recognised credit rating agency;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      other bank or financial institution approved by the
  Agent.

            


    

     

    “Additional Cost Rate” has the
meaning given to it in Schedule 5 (Mandatory Cost
Formulae).

     

    
      
        
        

      

      
        - 1
-

        
          

        

      

      
        
        

      

    

     

    “Affiliate” means, with respect
to any specified Person, any other Person which, directly or indirectly, is in
control of, is controlled by, or is under common control with, such specified
Person.  For purposes of this definition “control” of a Person means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such Person, whether through the
ownership of voting securities or otherwise, and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.

     

    “Applicable Margin” means as
set out in Schedule 1 (Applicable Margin)
hereto.

     

    “Applicable Moody’s Rating”
means the Rating that Moody’s provides of (i) the Parent or (ii) if Moody’s does
not provide a Rating of the Parent, then the Bunge Master Trust or (iii) if
Moody’s does not provide a Rating of the Parent or the Bunge Master Trust then
BLFC provided that BLFC
is at that time an Investor Certificateholder.

     

    “Applicable Rating” means an
Applicable Moody’s Rating or an Applicable S&P Rating.

     

    “Applicable S&P Rating”
means the Rating that S&P provides of (i) the Parent or (ii) if S&P does
not provide a Rating of the Parent, then the Bunge Master Trust or (iii) if
S&P does not provide a Rating of the Parent or the Bunge Master Trust then
BLFC provided that BLFC
is at that time an Investor Certificateholder.

     

    “Authorisation” means an
authorisation, consent, approval, resolution, licence, exemption, filing,
notarisation or registration.

     

    “Availability Period” means the
period beginning on the date of this Agreement and ending on the Final Maturity
Date.

     

    “Available Commitment” means,
on any date, a Lender’s Commitment minus:

     

    
      	
               
      

            	
              (a)

            	
              its
      participation in any outstanding Loans on such date;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      relation to any proposed Utilisation, its participation in any Loans that
      are due to be made on or before the proposed Utilisation
    Date,

            


    

     

    other
than that Lender’s participation in any Loans that are due to be repaid or
prepaid on or before the proposed Utilisation Date.

     

    “Available Facility” means the
aggregate for the time being of each Lender’s Available Commitment.

     

    “BAFC” means Bunge Asset
Funding Corp., a Delaware corporation, and its successors and permitted
assigns.

     

    “BLFC” means Bunge Limited
Finance Corp., a Delaware corporation, and its successors and permitted
assigns.

     

    “Board of Directors” means,
with respect to any Person, the board of directors of such Person or any duly
authorised committee thereof.

     

    
      
        
        

      

      
        - 2
-

        
          

        

      

      
        
        

      

    

     

    “Borrower Account” means any
account established by or for the Borrower, other than the Series 2003-1
Collection Subaccount (or any sub-subaccount thereof), for the purpose of
depositing funds borrowed hereunder or under any Pari Passu Indebtedness and any
amounts paid pursuant to the Series 2003-1 VFC Certificate and all amounts
received with respect to Hedge Agreements.

     

    “Break Costs” means the amount
(if any) by which:

     

    
      	
               
      

            	
              (a)

            	
              the
      interest minus the Applicable Margin and Mandatory Costs which a Lender
      should have received for the period from the date of receipt of all or any
      part of its participation in a Loan or Unpaid Sum to the last day of the
      current Interest Period in respect of that Loan or Unpaid Sum, had the
      principal amount of that Loan or Unpaid Sum received been paid on the last
      day of that Interest Period;

            


    

     

    exceeds:

     

    
      	
               
      

            	
              (b)

            	
              the
      amount which that Lender would be able to obtain by placing an amount
      equal to the principal amount of that Loan or Unpaid Sum received by it on
      deposit with a leading bank in the London interbank market for a period
      starting on the Business Day following receipt or recovery and ending on
      the last day of that Interest
Period.

            


    

     

    “Bunge Master Trust” means the
trust created pursuant to the Pooling Agreement.

     

    “Business Day” means a day
(other than a Saturday or Sunday) on which banks are open for general business
in London, Amsterdam and New York City.

     

    “Capital Stock” means, with
respect to any Person, any and all shares, interests, rights to purchase,
warrants, options (whether or not currently exercisable), participations or
other equivalents of or interests in (however designated) the equity (which
includes, but is not limited to, common stock or shares, preferred stock or
shares and partnership and joint venture interests) of such Person (excluding
any debt securities convertible into, or exchangeable for, such
equity).

     

    “Change of Control” means the
occurrence of any of the following:

     

    
      	
               
      

            	
              (a)

            	
              the
      Parent becomes aware (by way of a report or any other filing pursuant to
      Section 13(d) of the United States Securities Exchange Act of 1934 (the
      “Exchange Act”),
      proxy, vote, written notice or otherwise) of the acquisition by any Person
      or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of
      the Exchange Act, or any successor provision), including any group acting
      for the purpose of acquiring, holding or disposing of securities (within
      the meaning of Rule 13d-5(b)(1) under the Exchange Act), in a single
      transaction or in a related series of transactions, by way of merger,
      consolidation or other business combination, of 50% or more of the total
      voting power of the Voting Stock of the Parent then
      outstanding;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      sale, lease or transfer, in one or a series of related transactions, of
      all or substantially all of the assets of the Parent and its Subsidiaries,
      taken as a whole, to any Person that is not a Subsidiary of the
      Parent;

            


    

     

    
      
        
        

      

      
        - 3
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              the
      first day on which a majority of the members of the Parent’s Board of
      Directors are not Continuing Directors;
or

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Borrower shall not be directly, or indirectly wholly-owned by the
      Parent.

            


    

     

    “Commitment”
means:

     

    
      	
               
      

            	
              (a)

            	
              in
      relation to an Original Lender, the amount set opposite its name under the
      heading “Commitment” in Schedule 2 (The Original Lenders)
      and the amount of any other Commitment transferred to it under this
      Agreement; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      relation to any other Lender, the amount of any Commitment transferred to
      it under this Agreement,

            


    

     

    to the
extent not cancelled, reduced or transferred by it under this
Agreement.

     

    “Confidentiality Undertaking”
means a confidentiality undertaking substantially in the form set out in
Schedule 8 or in any other form agreed between the Borrower and the
Agent.

     

    “Continuing Directors” means,
as of any date of determination, any member of the Board of Directors of the
Parent who (1) was a member of such Board of Directors on the Closing Date; or
(2) was nominated for election, appointed or elected to such Board of Directors
with the approval of a majority of the Continuing Directors who were members of
such Board of Directors at the time of such nomination or election (either by a
specific vote or by approval of the Parent’s proxy statement in which such
member was named as a nominee for election as a director).

     

    “Contractual Obligation” means
as to any Person, any provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or by
which it or any of its property is bound.

     

    “Daily Report” means a report
prepared by the Servicer on each Business Day required pursuant to Section 4.01
of the Servicing Agreement or Clause 18 (Positive Covenants) of this
Agreement, in substantially the form of Exhibit B attached to the
Series 2003-1 Supplement.

     

    “Disruption Event” means either
or both of:

     

    
      	
               
      

            	
              (a)

            	
              a
      material disruption to those payment or communications systems or to those
      financial markets which are, in each case, required to operate in order
      for payments to be made in connection with the Facility (or otherwise in
      order for the transactions contemplated by the Finance Documents to be
      carried out) which disruption is not caused by, and is beyond the control
      of, any of the Parties; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      occurrence of any other event which results in a disruption (of a
      technical or systems-related nature) to the treasury or payments
      operations of a Party preventing that, or any other
  Party:

            


    

     

    
      	
               
      

            	
              (i)

            	
              from
      performing its payment obligations under the Finance Documents;
      or

            


    

     

    
      
        
        

      

      
        - 4
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              from
      communicating with other Parties in accordance with the terms of the
      Finance Documents,

            


    

     

    and which
(in either such case) is not caused by, and is beyond the control of, the Party
whose operations are disrupted.

     

    “Default” means an Event of
Default or any event or circumstance specified in Clause 21 (Events of Default) which
would (with the expiry of a grace period, the giving of notice, the making of
any determination under the Finance Documents or any combination of any of the
foregoing) be an Event of Default.

     

    “Defaulting Lender” means any
Lender:

     

    
      	
               
      

            	
              (a)

            	
              which
      has failed to make its participation in a Loan available or has notified
      the Agent that it will not make its participation in a Loan available by
      the Utilisation Date of that Loan in accordance with Clause 5.4
      (Lenders’
      participation); or

            


    

     

    
      	
               
      

            	
              (b)

            	
              which
      has otherwise rescinded or repudiated a Finance
  Document,

            


    

     

    unless,
in the case of paragraph (a) above:

     

    
      	
               
      

            	
              (i)

            	
              its
      failure to pay is caused by:

            


    

     

    
      	
               
      

            	
              (A).

            	
              administrative
      or technical error; or

            


    

     

    
      	
               
      

            	
              (B).

            	
              a
      Disruption Event; and

            


    

     

    payment
is made within 5 Business Days of its due date; or

     

    
      	
               
      

            	
              (ii)

            	
              the
      Lender is disputing in good faith whether it is contractually obliged to
      make the payment in question.

            


    

     

    “Defaulted Loan” has the
meaning as defined in Annex X of the Pooling Agreement.

     

    “Delinquent Loan” has the
meaning as defined in Annex X of the Pooling Agreement.

     

    “Designated Obligors” means the
Parent and the Subsidiaries of the Parent set forth on Schedule IV to the Parent
Guarantee (and their successors) and any other Subsidiaries of the Parent
designated by the Parent from time to time under the Pooling Agreement that
satisfy the conditions set forth in the definition of “Eligible Obligor” in
Annex X to the Pooling Agreement.  Notwithstanding the immediately
preceding sentence, with the prior written consent of the Majority Lenders
(which consent shall not be unreasonably withheld), the Borrower may from time
to time identify, on the instructions of the Parent, the Parent and/or certain
Subsidiaries that shall not be classified as Designated Obligors.

     

    “Dutch Civil Code” means the
Dutch Civil Code (Burgerlijk
Wetboek).

     

    “Dutch FSA” means the Dutch
Financial Supervision Act (Wet
op het financieel toezicht), including any regulations issued pursuant
thereto.

     

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

     

    “Event of Default” means any
event or circumstance specified as such in Clause 21 (Events of
Default).

     

    “Facility” means the revolving
loan facility made available under this Agreement as described in Clause 2
(The
Facility).

     

    “Facility Office” means the
office or offices notified by a Lender to the Agent in writing on or before the
date it becomes a Lender (or, following that date, by not less than five
Business Days’ written notice) as the office or offices through which it will
perform its obligations under this Agreement.

     

    “Fee Letter” means any letter
or letters dated on or about the date of this Agreement between the Arrangers
and the Borrower (or the Agent and the Borrower) setting out any of the fees
referred to in Clause 11 (Fees).

     

    “Final Maturity Date” means 16
April 2011.

     

    “Finance Document” means this
Agreement, any Fee Letter, any Transfer Certificate, the Parent Guarantee and
any other agreement or document from time to time entered into pursuant to any
of the foregoing documents and any other document designated in writing as such
by the Agent and the Borrower.

     

    “Finance Party” means the
Agent, an Arranger or a Lender.

     

    “GAAP” means generally accepted
accounting principles in the United States, as in effect from time to
time.

     

    “Governmental Authority” means
any nation or government, any state or other political subdivision thereof and
any entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

     

    “Group” means the Borrower, the
Parent and the Designated Obligors.

     

    “Guarantee Obligation” means as
to any Person (the “guaranteeing person”), any
obligation of (a) the guaranteeing person or (b) another Person (including any
bank under any letter of credit) with respect to which the guaranteeing person
has issued a reimbursement, counterindemnity or similar obligation, in either
case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends
or other obligations (the “primary obligations”) of any
other third Person (the “primary obligor”) in any
manner, whether directly or indirectly, including any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise  to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; provided, however, that the
term Guarantee Obligation shall not include endorsements of instruments for
deposit or collection in the ordinary course of business.  The amount
of any Guarantee Obligation of any guaranteeing 

     

    
      
        
        

      

      
        - 6
-

        
          

        

      

      
        
        

      

    

     

    person
shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the primary obligation in respect of which such Guarantee
Obligation is made and (b) the maximum amount for which such guaranteeing person
may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which such
guaranteeing person may be liable are not stated or determinable, in which case
the amount of such Guarantee Obligation shall be such guaranteeing person’s
maximum reasonably anticipated liability in respect thereof as determined by the
Borrower in good faith.

     

    “Hedge Agreements” means all
interest rate swaps, caps or collar agreements or similar arrangements dealing
with interest rates or currency exchange rates or the exchange of nominal
interest obligations, either generally or under specific
contingencies.

     

    “Hedge Termination Amounts”
means, as the context requires hereunder, all amounts (i) due and owing by the
Borrower or (ii) received by the Borrower, in each case in connection with the
termination of a Hedge Agreement entered into by the Borrower.

     

    “Holding Company” means, in
relation to a company or corporation, any other company or corporation in
respect of which it is a Subsidiary.

     

    “Impaired Agent” means the
Agent at any time when:

     

    
      	
               
      

            	
              (a)

            	
              it
      has failed to make (or has notified a Party that it will not make) a
      payment required to be made by it under the Finance Documents by the due
      date for payment;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Agent otherwise rescinds or repudiates a Finance
  Document;

            


    

     

    
      	
               
      

            	
              (c)

            	
              (if
      the Agent is also a Lender) it is a Defaulting Lender;
  or

            


    

     

    
      	
               
      

            	
              (d)

            	
              an
      Insolvency Event has occurred and is continuing with respect to the
      Agent;

            


    

     

    unless,
in the case of paragraph (a) above:

     

    
      	
               
      

            	
              (i)

            	
              its
      failure to pay is caused by:

            


    

     

    
      	
               
      

            	
              (A).

            	
              administrative
      or technical error; or

            


    

     

    
      	
               
      

            	
              (B).

            	
              a
      Disruption Event; and

            


    

     

    payment
is made within 5 Business Days of its due date; or

     

    
      	
               
      

            	
              (ii)

            	
              the
      Agent is disputing in good faith whether it is contractually obliged to
      make the payment in question.

            


    

     

    “Indebtedness” means, as to any
Person, without duplication:

     

    
      	
               
      

            	
              (a)

            	
              all
      obligations of such Person for borrowed
money;

            


    

     

    
      
        
        

      

      
        - 7
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              all
      obligations of such Person evidenced by bonds, debentures, notes or other
      similar instruments;

            


    

     

    
      	
               
      

            	
              (c)

            	
              all
      obligations of such Person to pay the deferred purchase price of property,
      except trade accounts payable arising in the ordinary course of
      business;

            


    

     

    
      	
               
      

            	
              (d)

            	
              all
      obligations of such Person as lessee which are capitalised in accordance
      with GAAP;

            


    

     

    
      	
               
      

            	
              (e)

            	
              all
      obligations of such Person created or arising under any conditional sales
      or other title retention agreement with respect to any property acquired
      by such Person (including, without limitation, obligations under any such
      agreement which provides that the rights and remedies of the seller or
      lender thereunder in the event of default are limited to repossession or
      sale of such property);

            


    

     

    
      	
               
      

            	
              (f)

            	
              all
      obligations of such Person with respect to letters of credit and similar
      instruments including, without limitation, obligations under reimbursement
      agreements;

            


    

     

    
      	
               
      

            	
              (g)

            	
              all
      Indebtedness of others secured by (or for which the holder of such
      Indebtedness has an existing right, contingent or otherwise, to be secured
      by) a Lien on any asset of such Person, whether or not such Indebtedness
      is assumed by such Person; and

            


    

     

    
      	
               
      

            	
              (h)

            	
              all
      Guarantee Obligations of such Person (other than guarantees of obligations
      of direct or indirect Subsidiaries of such
  Person).

            


    

     

    “Information Memorandum” means
the document in the form approved by the Borrower and the Parent concerning the
Borrower and the Parent which, at their request and on their behalf, was
prepared in relation to this transaction and distributed by the Arrangers to
selected financial institutions before the date of this Agreement.

     

    “Insolvency Event” in relation
to a Finance Party means that the Finance Party:

     

    
      	
               
      

            	
              (a)

            	
              is
      dissolved (other than pursuant to a consolidation, amalgamation or
      merger);

            


    

     

    
      	
               
      

            	
              (b)

            	
              becomes
      insolvent or is unable to pay its debts or fails or admits in writing its
      inability generally to pay its debts as they become
  due;

            


    

     

    
      	
               
      

            	
              (c)

            	
              makes
      a general assignment, arrangement or composition with or for the benefit
      of its creditors;

            


    

     

    
      	
               
      

            	
              (d)

            	
              institutes
      or has instituted against it, by a regulator, supervisor or any similar
      official with primary insolvency, rehabilitative or regulatory
      jurisdiction over it in the jurisdiction of its incorporation or
      organisation or the jurisdiction of its head or home office, a proceeding
      seeking a judgment of insolvency or bankruptcy or any other relief under
      any bankruptcy or insolvency law or other similar law affecting creditors’
      rights, or a petition is presented for its winding-up or liquidation by it
      or such regulator, supervisor or similar
  official;

            


    

     

    
      	
               
      

            	
              (e)

            	
              has
      instituted against it a proceeding seeking a judgment of insolvency or
      bankruptcy or any other relief under any bankruptcy or insolvency law or
      other 

            


    

     

    
      
        
        

      

      
        - 8
-

        
          

        

      

      
        
        

      

    

     

    similar
law affecting creditors’ rights, or a petition is presented for its winding-up
or liquidation, and, in the case of any such proceeding or petition instituted
or presented against it, such proceeding or petition is instituted or presented
by a person or entity not described in paragraph (d) above and:

     

    
      	
               
      

            	
              (i)

            	
              results
      in a judgment of insolvency or bankruptcy or the entry of an order for
      relief or the making of an order for its winding-up or liquidation;
      or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              is
      not dismissed, discharged, stayed or restrained in each case within 30
      days of the institution or presentation
thereof;

            


    

     

    
      	
               
      

            	
              (f)

            	
              has
      exercised in respect of it one or more of the stabilisation powers
      pursuant to Part 1 of the Banking Act 2009 and/or has instituted against
      it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009
      or a bank administration proceeding pursuant to Part 3 of the Banking Act
      2009;

            


    

     

    
      	
               
      

            	
              (g)

            	
              has
      a resolution passed for its winding-up, official management or liquidation
      (other than pursuant to a consolidation, amalgamation or
      merger);

            


    

     

    
      	
               
      

            	
              (h)

            	
              seeks
      or becomes subject to the appointment of an administrator, provisional
      liquidator, conservator, receiver, trustee, custodian or other similar
      official for it or for all or substantially all its
  assets;

            


    

     

    
      	
               
      

            	
              (i)

            	
              has
      a secured party take possession of all or substantially all its assets or
      has a distress, execution, attachment, sequestration or other legal
      process levied, enforced or sued on or against all or substantially all
      its assets and such secured party maintains possession, or any such
      process is not dismissed, discharged, stayed or restrained, in each case
      within 30 days thereafter;

            


    

     

    
      	
               
      

            	
              (j)

            	
              causes
      or is subject to any event with respect to it which, under the applicable
      laws of any jurisdiction, has an analogous effect to any of the events
      specified in paragraphs (a) to (i) above;
or

            


    

     

    
      	
               
      

            	
              (k)

            	
              takes
      any action in furtherance of, or indicating its consent to, approval of,
      or acquiescence in, any of the foregoing
acts.

            


    

     

    “Interest Period” means, in
relation to a Loan, each period determined in accordance with Clause 9
(Interest Periods) and, in
relation to an Unpaid Sum, each period determined in accordance with
Clause 8.3 (Default
interest).

     

    “Investor Certificateholder”
has the meaning as defined in Annex X to the Pooling Agreement.

     

    “Lender” means:

     

    
      	
               
      

            	
              (a)

            	
              any
      Original Lender; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      bank, financial institution, trust, fund or other entity which has become
      a Party in accordance with Clause 23 (Changes to the
      Lenders),

            


    

     

    
      
        
        

      

      
        - 9
-

        
          

        

      

      
        
        

      

    

     

    which in
each case has not ceased to be a Party in accordance with the terms of this
Agreement.

     

    “LIBOR” means, in relation to
any Loan:

     

    
      	
               
      

            	
              (a)

            	
              the
      applicable Screen Rate; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              (if
      no Screen Rate is available for the currency or Interest Period of that
      Loan) the arithmetic mean of the rates (rounded upwards to four decimal
      places) as supplied to the Agent at its request quoted by the Reference
      Banks to leading banks in the London interbank
  market,

            


    

     

    in each
case, as of the Specified Time on the Quotation Day for the offering of deposits
in the currency of that Loan and for a period comparable to the Interest Period
for that Loan.

     

    “Lien” means with respect to
any asset (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or
security interest in or on such asset and (b) the interest of a vendor or a
lessor under any conditional sale agreement, capital lease or title retention
agreement relating to such asset.

     

    “Loan” means a loan made or to
be made under the Facility or (as the context requires) the principal amount
outstanding for the time being of the loan.

     

    “Majority Lenders”
means:

     

    
      
        	
                 
      

              	
                (a)

              	
                if
      there are no Loans then outstanding, a Lender or Lenders whose Commitments
      aggregate more than 662⁄3% of the Total Commitments (or, if the Total
      Commitments have been reduced to zero, aggregated more than 662⁄3% of the
      Total Commitments immediately prior to the reduction);
  or

              


      

       

      
        	
                 
      

              	
                (b)

              	
                at
      any other time, a Lender or Lenders whose participations in the Loans then
      outstanding aggregate more than 662⁄3% of all the Loans then
      outstanding.

              


      

       

    

    “Mandatory Cost” means the
percentage rate per annum calculated by the Agent in accordance with Schedule 5
(Mandatory Cost
Formulae).

     

    “Master Trust Approved
Currencies” means U.S. dollars, euro, sterling and yen.

     

    “Master Trust Guaranty” means
the Sixth Amended and Restated Guaranty made as of 11 June 2007 by the Parent to
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., “Rabobank International”,
New York Branch, as letter of credit agent, JP Morgan Chase Bank, N.A. as
administrative agent, and The Bank of New York, as collateral agent and trustee,
as the same may be amended, supplemented or otherwise modified in accordance
with the terms hereof from time to time.

     

    “Material Adverse Effect”
means:

     

    
      	
               
      

            	
              (a)

            	
              a
      material adverse effect on the business, property, operations, condition
      (financial or otherwise) or prospects of the Borrower or of the Parent and
      its consolidated Subsidiaries taken as a
whole;

            


    

     

    
      
        
        

      

      
        - 10
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              a
      material impairment of the collectability of the Purchased Loans taken as
      a whole; or

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      material impairment of the validity or enforceability of this Agreement or
      any of the other Finance Documents or of the Transaction Documents or the
      rights or remedies of the Agent or the Lenders against the Borrower or the
      Parent hereunder or under the other Finance
  Documents.

            


    

     

    “Month” means a period starting
on one day in a calendar month and ending on the numerically corresponding day
in the next calendar month, except that:

     

    
      	
               
      

            	
              (a)

            	
              (subject
      to paragraph (c) below) if the numerically corresponding day is not a
      Business Day, that period shall end on the next Business Day in that
      calendar month in which that period is to end if there is one, or if there
      is not, on the immediately preceding Business
  Day;

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      there is no numerically corresponding day in the calendar month in which
      that period is to end, that period shall end on the last Business Day in
      that calendar month; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              if
      an Interest Period begins on the last Business Day of a calendar month,
      that Interest Period shall end on the last Business Day in the calendar
      month in which that Interest Period is to
end.

            


    

     

    The above
rules will only apply to the last Month of any period.

     

    “Monthly Settlement Statement”
has the meaning defined in Annex X to the Pooling Agreement.

     

    “Moody’s” means Moody’s
Investors Service, Inc. or any successor of Moody’s credit ratings
service.

     

    “Obligors” means the Parent and
the Borrower.

     

    “Parent” means Bunge Limited, a
company formed under the laws of Bermuda having its registered office at
Clarendon House, 2 Church Street, Hamilton HM 11 Bermuda.

     

    “Parent Guarantee” means the
guarantee given by the Parent in the form set out in the Exhibit to this
Agreement, as the same may be amended, supplemented or otherwise modified in
accordance with the terms of the Finance Documents.

     

    “Pari Passu Indebtedness”
means:

     

    
      	
               
      

            	
              (a)

            	
              Indebtedness
      for borrowed money, the proceeds of which are used to either increase the
      Series 2003-1 Invested Amount, refinance Indebtedness originally used for
      such purpose, and/or pay expenses incurred in connection with this
      Agreement or any such other Indebtedness;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              indebtedness
      incurred in connection with Hedge Agreements entered into in connection
      with the Commitments hereunder and any Pari Passu Indebtedness described
      in paragraph (a) above,

            


    

     

    
      
        
        

      

      
        - 11
-

        
          

        

      

      
        
        

      

    

     

    in each
case which ranks not greater than pari passu (in priority of
payment) with the Loans.

     

    “Participating Member State”
means any member state of the European Communities that adopts or has adopted
the euro as its lawful currency in accordance with legislation of the European
Community relating to Economic and Monetary Union.

     

    “Party” means a party to this
Agreement.

     

    “Payment Period” means a period
commencing on a date on which the Loans (with accrued interest thereon) and all
other amounts owing under this Agreement and the other Finance Documents have
become due and payable (whether at the stated maturity, by acceleration or
otherwise) and ending on the date the Loans (with accrued interest thereon) and
all such other amounts are paid in full by the Borrower or the
Parent.

     

    “Permitted Indebtedness”
means:

     

    
      	
               
      

            	
              (a)

            	
              Indebtedness
      of the Borrower pursuant to this Agreement;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Pari
      Passu Indebtedness.

            


    

     

    “Person” means an individual,
partnership, corporation, limited liability company, business trust, joint stock
company, trust, unincorporated association, joint venture, Governmental
Authority or other entity of whatever nature.

     

    “Pooling Agreement” means the
Fifth Amended and Restated Pooling Agreement, dated as of 28 June 2004, among
Bunge Funding, Inc., the Servicer and The Bank of New York, as trustee, as the
same may be amended, supplemented or otherwise modified in accordance with the
terms hereof from time to time.

     

    “Purchased Loan” has the
meaning defined in Annex X to the Pooling Agreement.

     

    “Quotation Day” means, in
relation to any period for which an interest rate is to be determined two
Business Days before the first day of that period unless market practice differs
in the London interbank market for a currency in which case the Quotation Day
for that currency will be determined by the Agent in accordance with market
practice in the London interbank market (and if quotations would normally be
given by leading banks in the London interbank market on more than one day, the
Quotation Day will be the last of those days).

     

    “Rate of Exchange” means as of
the relevant date, the rate of exchange set forth on the relevant page of the
Reuters screen on or about 11.00 a.m., New York City time, for the purchase of
(as the context will require) a Master Trust Approved Currency with any other
Master Trust Approved Currency on such date.

     

    “Rating Agencies” means
collectively, S&P and Moody’s.

     

    “Rating” means the rating of
the Rating Agencies applicable to senior long-term, unsecured debt as announced
by the Rating Agencies.

     

    
      
        
        

      

      
        - 12
-

        
          

        

      

      
        
        

      

    

     

    “Reference Banks” means the
principal London offices of BNP Paribas, Calyon, Fortis Bank (Nederland) N.V.
and the Royal Bank of Scotland plc, or such other banks as may be appointed by
the Agent in consultation with the Borrower.

     

    “Repeating Representations”
means each of the representations set out in Clauses 17.1 (Existence: Compliance with
Law) to 17.6 (No
default), paragraph (c) of Clause 17.11 (No misleading information),
Clause 17.12 (No
Subsidiaries), Clause 17.14 (Pari passu ranking), Clause
17.16 (Limited
Purpose), Clause 17.17 (No Change) and Clause 17.19
(Tax
Status).

     

    “Requirement of Law” means as
to any Person, the Certificate of Incorporation and By-Laws or other
organisational or governing documents of such Person, and any law, treaty, rule
or regulation or determination of an arbitrator or a court or other Governmental
Authority (and including, for the avoidance of doubt, all applicable
environmental laws and regulations and the Employee Retirement Income Security
Act of 1974), in each case applicable to or binding upon such Person or any of
its property or to which such Person or any of its property is
subject.

     

    “Responsible Officer” means any
member of the board of directors (bestuur), the Chief Executive
Officer, the President, the Chief Financial Officer or the Treasurer of the
Borrower or Parent, as applicable, or any other officer of the Borrower or
Parent, as applicable, customarily performing functions similar to those
performed by any of the above-designated officers.

     

    “Rollover Loan” means one or
more Loans:

     

    
      	
               
      

            	
              (a)

            	
              made
      or to be made on the same day that a maturing Loan is due to be
      repaid;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      aggregate amount of which is equal to or less than the maturing Loan;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              made
      or to be made for the purpose of refinancing a maturing
    Loan.

            


    

     

    “Sale Agreement” means the
Second Amended and Restated Sale Agreement, dated as of September 6, 2002, among
Bunge Funding Inc., as buyer, Bunge Finance Limited, a Bermuda company, as a
seller, and Bunge Finance North America, Inc. a Delaware corporation, as a
seller, as the same may be amended, supplemented or otherwise modified in
accordance with the terms hereof from time to time.

     

    “S&P” means Standard &
Poor’s Rating Services, a Standard & Poor’s Financial Services LLC business
or any successor of S&P’s credit ratings service.

     

    “Screen Rate” means the British
Bankers’ Association Interest Settlement Rate for the relevant currency and
period displayed on the appropriate page of the Reuters screen. If the agreed
page is replaced or service ceases to be available, the Agent may specify
another page or service displaying the appropriate rate after consultation with
the Borrower and the Lenders.

     

    “Security”, for the purposes of
Clause 23.8 (Security over
Lenders’ rights) means a mortgage, charge, pledge, lien or other security
interest securing any obligation of any person or any other agreement or
arrangement having a similar effect.

     

    
      
        
        

      

      
        - 13
-

        
          

        

      

      
        
        

      

    

     

    “Series 2003-1 Accrued
Interest” shall have the meaning assigned in subsection 3A.03 of Series
2003-1 Supplement.

     

    “Series 2003-1 Adjusted Invested
Amount” shall mean, as of any date of determination, (i) the Series
2003-1 Invested Amount (as defined in Annex X to the Pooling Agreement) on such
date, minus (ii) the amount on deposit in the Series 2003-1 Collection
Subaccount on such date that is available to reduce the Series 2003-1 Invested
Amount up to a maximum of the Series 2003-1 Invested Amount.

     

    “Series 2003-1 Allocated Loan
Amount” shall mean, on any date of determination, the lower of (i) the
Series 2003-1 Target Loan Amount on such day and (ii) the product of (x) the
Aggregate Loan Amount (as defined in Annex X to the Pooling Agreement) on such
day times (y) the percentage equivalent of a fraction the numerator of which is
the Series 2003-1 Target Loan Amount on such day and the denominator of which is
the Aggregate Target Loan Amount (as defined in Annex X to the Pooling
Agreement) on such day.

     

    “Series 2003-1 Collection
Subaccount” shall have the meaning assigned in subsection 3A.02(a) of the
Series 2003-1 Supplement.

     

    “Series 2003-1 Early Amortisation
Event” shall have the meanings assigned in Section 5.01 of the Series
2003-1 Supplement and Section 7.01 of the Pooling Agreement.

     

    “Series 2003-1 Invested Amount”
has the meaning given to this term in Annex X to the Pooling
Agreement.

     

    “Series 2003-1 Supplement”
means the Bunge Master Trust Series 2003-1 First Amended and Restated Supplement
dated as of 15 February 2008 to the Pooling Agreement among Bunge Funding, Inc.,
as company, the Servicer, the Borrower, as Series 2003-1 Purchaser and The Bank
of New York, as trustee, as the same may be amended, supplemented or otherwise
modified in accordance with the terms hereof from time to time.

     

    “Series 2003-1 Target Loan
Amount” shall mean, on any date of determination, the sum of (i) the
Series 2003-1 Adjusted Invested Amount on such date plus (ii) the result of (a)
Series 2003-1 Accrued Interest on such day minus (b) the amount on deposit in
the Series 2003-1 Collection Subaccount on such day that is available to pay
such Series 2003-1 Accrued Interest.

     

    “Series 2003-1 VFC Certificate”
shall mean the First Amended and Restated Series 2003-1 VFC Certificate executed
by Bunge Funding, Inc. and authenticated by or on behalf of The Bank of New
York, as trustee, substantially in the form of Exhibit A attached to the Series
2003-1 Supplement.

     

    “Servicer” means Bunge
Management Services, Inc., a Delaware corporation, and any “Successor Servicer”
(as defined in Annex X to the Pooling Agreement).

     

    “Servicing Agreement” means the
Third Amended and Restated Servicing Agreement, dated as of 23 December 2003
among Bunge Funding, Inc., the Servicer 

     

    
      
        
        

      

      
        - 14
-

        
          

        

      

      
        
        

      

    

     

    and The
Bank of New York, as trustee, as the same may be amended, supplemented or
otherwise modified in accordance with the terms hereof from time to
time.

     

    “Solvent” means with respect to
any Person on a particular date, that on such date (a) the fair value of the
property of such Person is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of such Person, (b) the
present fair saleable value of the assets of such Person is not less than the
amount that will be required to pay the probable liability of such Person on its
debts as they become absolute and matured, (c) such Person does not intend to,
and does not believe that it will, incur debts or liabilities beyond such
Person’s ability to pay debts and liabilities as they mature and (d) such Person
is not engaged in business or a transaction, and is not about to engage in
business or a transaction, for which such Person’s property would constitute an
unreasonably small capital.  The amount of contingent liabilities at
any such time shall be computed as the amount that, in the light of all the
facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.

     

    “Specified Time” means a time
determined in accordance with Schedule 7 (Timetables).

     

    “Subsidiary” means as to any
Person, a corporation, partnership, limited liability company or other entity of
which shares of stock or other ownership interests having ordinary voting power
(other than stock or such other ownership interests having such power only by
reason of the happening of a contingency) to elect a majority of the board of
directors or other managers of such corporation, partnership or other entity are
at the time owned directly or indirectly through one or more intermediaries, or
both, by such Person.  Unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary
or Subsidiaries of the Parent.

     

    “Tax” means any tax, levy,
impost, duty or other charge or withholding of a similar nature (including any
penalty or interest payable in connection with any failure to pay or any delay
in paying any of the same).

     

    “Total Commitments” means the
aggregate of the Commitments, being $600,000,000 at the date of this
Agreement.

     

    “Transfer Certificate” means a
certificate substantially in the form set out in Schedule 6 (Form of Transfer Certificate)
or any other form agreed between the Agent and the Borrower.

     

    “Transfer Date” means, in
relation to a transfer, the later of:

     

    
      	
               
      

            	
              (a)

            	
              the
      proposed transfer date specified in the Transfer Certificate;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      date on which the Agent executes the Transfer
  Certificate.

            


    

     

    “Transaction Documents” means
the Master Trust Guaranty, the Pooling Agreement, the Series 2003-1 Supplement,
the Series 2003-1 VFC Certificate, the Sale Agreement and the Servicing
Agreement.

     

    
      
        
        

      

      
        - 15
-

        
          

        

      

      
        
        

      

    

     

    “Unpaid Sum” means any sum due
and payable but unpaid by the Borrower under the Finance Documents.

     

    “US” and “United States” means the
United States of America, its territories, possessions and other areas subject
to the jurisdiction of the United States of America.

     

    “Utilisation” means a
utilisation of the Facility.

     

    “Utilisation Date” means the
date of a Utilisation, being the date on which the relevant Loan is to be
made.

     

    “Utilisation Request” means a
notice substantially in the form set out in Schedule 4 (Utilisation
Request).

     

    “VAT” means value added tax as
provided for in the Value Added Tax Act 1994 and any other tax of a similar
nature.

     

    “Voting Stock” of any Person as
of any date means the Capital Stock of such Person that is at the time entitled
to vote in the election of the Board of Directors of such Person.

     

    
      	
              1.2

            	
              Construction

            


    

     

    
      	
               
      

            	
              (a)

            	
              Unless
      a contrary indication appears any reference in this Agreement
      to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      “Agent”, any
      “Arranger”, any
      “Finance Party”,
      any “Lender”, any
      “Obligor” or any
      “Party” shall be
      construed so as to include its successors in title, permitted assigns and
      permitted transferees;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              “assets” of any Person
      shall be construed as a reference to the whole or any part of its
      business, undertaking, property, assets, rights and revenues (including
      any right to receive revenues);

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      “Finance Document”
      or any other agreement or instrument is a reference to that Finance
      Document or other agreement or instrument as amended, supplemented or
      novated;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              a
      “regulation”
      includes any regulation, rule, official directive, request or guideline
      (whether or not having the force of law) of any governmental,
      intergovernmental or supranational body, agency, department or regulatory,
      self-regulatory or other authority or
  organisation;

            


    

     

    
      	
               
      

            	
              (v)

            	
              a
      provision of law is a reference to that provision as amended or
      re-enacted; and

            


    

     

    
      	
               
      

            	
              (vi)

            	
              a
      time of day is a reference to London
time.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Section,
      Clause and Schedule headings are for ease of reference
    only.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Unless
      a contrary indication appears, a term used in any other Finance Document
      or in any notice given under or in connection with any Finance
      

            


    

     

    
      
        
        

      

      
        - 16
-

        
          

        

      

      
        
        

      

    

     

    Document
has the same meaning in that Finance Document or notice as in this
Agreement.

     

    
      	
               
      

            	
              (d)

            	
              A
      Default (other than an Event of Default) is “continuing” if it has not
      been remedied or waived and an Event of Default is “continuing” if it has
      not been remedied or waived.

            


    

     

    
      	
               
      

            	
              (e)

            	
              In
      this Agreement, where it relates to a Dutch entity, a reference
      to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      necessary action to authorise where applicable, includes without
      limitation:

            


    

     

    
      	
               
      

            	
              (A)

            	
              any
      action required to comply with the Dutch Works Councils Act (Wet op de
      ondernemingsraden); and

            


    

     

    
      	
               
      

            	
              (B)

            	
              obtaining
      an unconditional positive advice (advies) from the competent works
      council(s);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      winding-up, administration or dissolution includes a Dutch entity
      being:

            


    

     

    
      	
               
      

            	
              (A)

            	
              declared
      bankrupt (failliet
      verklaard);

            


    

     

    
      	
               
      

            	
              (B)

            	
              dissolved
      (ontbonden);

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      moratorium includes surseance van betaling
      and granted a moratorium includes surséance
      verleend;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              a
      trustee in bankruptcy includes a curator;

            


    

     

    
      	
               
      

            	
              (v)

            	
              an
      administrator includes a bewindvoerder;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              a(n)
      (administrative) receiver does not include a curator or bewindvoerder;
      and

            


    

     

    
      	
               
      

            	
              (vii)

            	
              an
      attachment includes a beslag.

            


    

     

    
      	
              1.3

            	
              Currency Symbols and
      Definitions

            


    

     

    “$” and “dollars” denote lawful
currency of the United States, “EUR” and “euro” means the single
currency unit of the Participating Member States, “£” and “sterling” denote lawful
currency of the United Kingdom of Great Britain and Northern Ireland and “yen” means the lawful currency
of Japan.

     

    
      	
              1.4

            	
              Third party
      rights

            


    

     

    
      	
               
      

            	
              (a)

            	
              Unless
      expressly provided to the contrary in a Finance Document a person who is
      not a Party has no right under the Contracts (Rights of Third Parties) Act
      1999 (the “Third Parties
      Act”) to enforce or to enjoy the benefit of any term of this
      Agreement.

            


    

     

    
      
        
        

      

      
        - 17
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      any term of any Finance Document, the consent of any person who is not a
      Party is not required to rescind or vary this Agreement at any
      time.

            


    

     

     

     

     

     

    
      
        
        

      

      
        - 18
-

        
          

        

      

      
        
        

      

    

     

    THE
FACILITY

     

    
      	
              2.

            	
              THE FACILITY

            


    

     

    
      	
              2.1

            	
              The
    Facility

            


    

     

    Subject
to the terms of this Agreement, the Lenders make available to the Borrower a
dollar revolving loan facility in an aggregate amount equal to the Total
Commitments.

     

    
      	
              2.2

            	
              Finance Parties’ rights and
      obligations

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      obligations of each Finance Party under the Finance Documents are
      several.  Failure by a Finance Party to perform its obligations
      under the Finance Documents does not affect the obligations of any other
      Party under the Finance Documents.  No Finance Party is
      responsible for the obligations of any other Finance Party under the
      Finance Documents.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      rights of each Finance Party under or in connection with the Finance
      Documents are separate and independent rights and any debt arising under
      the Finance Documents to a Finance Party from an Obligor shall be a
      separate and independent debt.

            


    

     

    
      	
               
      

            	
              (c)

            	
              A
      Finance Party may, except as otherwise stated in the Finance Documents,
      separately enforce its rights under the Finance
  Documents.

            


    

     

    
      	
              3.

            	
              PURPOSE

            


    

     

    
      	
              3.1

            	
              Purpose

            


    

     

    The
Facility shall be available solely to enable the Borrower to (i) prepay the
total amount outstanding under the 2006 Facility, (ii) make advances to the
Bunge Master Trust pursuant to the Series 2003-1 VFC Certificate, (iii) repay
Permitted Indebtedness outstanding from time to time, and (iv) pay expenses
incurred in connection with the Facility and Pari Passu
Indebtedness.  The Borrower undertakes that all amounts advanced to
the Bunge Master Trust will be used by the Bunge Master Trust to make (or
refinance existing) intercompany loans to the Designated Obligors for general
corporate purposes.

     

    
      	
              3.2

            	
              Monitoring

            


    

     

    No
Finance Party is bound to monitor or verify the application of any amount
borrowed pursuant to this Agreement.

     

    
      	
              4.

            	
              CONDITIONS OF
      UTILISATION

            


    

     

    
      	
              4.1

            	
              Initial conditions
      precedent

            


    

     

    The
Borrower may not deliver a Utilisation Request unless the Agent has received all
of the documents and other evidence listed in Schedule 3 (Conditions Precedent) and
copies of any other document, authorisation, opinion or assurance reasonably
requested by the Agent in form and substance reasonably satisfactory to the
Agent.  

     

    
      
        
        

      

      
        - 19
-

        
          

        

      

      
        
        

      

    

     

    The Agent
shall notify the Borrower and the Lenders promptly upon being so
satisfied.

     

    
      	
              4.2

            	
              Further conditions
      precedent

            


    

     

    The
Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on
the date of the Utilisation Request and on the proposed Utilisation
Date:

     

    
      	
               
      

            	
              (a)

            	
              in
      the case of a Rollover Loan, no Event of Default is continuing or would
      result from the proposed Loan and, in the case of any other Loan, no
      Default is continuing or would result from the proposed Loan;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Repeating Representations to be made by the Borrower under this Agreement
      and the representations to be made by the Parent under Section 7 of the
      Parent Guarantee are true in all material
  respects.

            


    

     

    
      	
              4.3

            	
              Maximum number of
      Loans

            


    

     

    The
Borrower may not deliver a Utilisation Request if as a result of the proposed
Utilisation more than 30 Loans shall be outstanding.

     

     

     

     

    
      
        
        

      

      
        - 20
-

        
          

        

      

      
        
        

      

    

     

    UTILISATION

     

    
      	
              5.

            	
              UTILISATION

            


    

     

    
      	
              5.1

            	
              Delivery of a Utilisation
      Request

            


    

     

    The
Borrower may utilise the Facility by delivery to the Agent of a duly completed
Utilisation Request not later than the Specified Time.

     

    
      	
              5.2

            	
              Completion of a Utilisation
      Request

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      Utilisation Request is irrevocable and will not be regarded as having been
      duly completed unless:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      proposed Utilisation Date is a Business Day within the Availability Period
      and, in the case of the first Utilisation Date, a Business Day no later
      than two Months after the date of this
  Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      proposed Interest Period complies with Clause 9 (Interest
      Periods).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Only
      one Loan may be requested in each Utilisation
  Request.

            


    

     

    
      	
              5.3

            	
              Currency and
      amount

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      currency specified in a Utilisation Request must be
    dollars.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      amount of the proposed Loan must be a minimum of $10,000,000 or, if less,
      the Available Facility.

            


    

     

    
      	
              5.4

            	
              Lenders’
      participation

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      the conditions set out in this Agreement have been met, and subject to
      Clause 6 (Repayment), each Lender
      shall make its participation in each Loan available by the Utilisation
      Date through its Facility Office.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      amount of each Lender’s participation in each Loan will be equal to the
      proportion borne by its Available Commitment to the Available Facility
      immediately prior to making the
Loan.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Agent shall notify each Lender of the amount of each Loan and the amount
      of its participation in that Loan, in each case by the Specified
      Time.

            


    

     

     

    
      
        
        

      

      
        - 21
-

        
          

        

      

      
        
        

      

    

     

    REPAYMENT,
PREPAYMENT AND CANCELLATION

     

    
      	
              6.

            	
              REPAYMENT

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall repay each Loan on the last day of its Interest
      Period.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Without
      prejudice to the Borrower’s obligation under paragraph (a) above, if one
      or more Loans are to be made to the
Borrower:

            


    

     

    
      	
               
      

            	
              (i)

            	
              on
      the same day that a maturing Loan is due to be repaid by the
      Borrower;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      the same currency as the maturing Loan;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              in
      whole or in part for the purpose of refinancing the maturing
      Loan;

            


    

     

    the
aggregate amount of the new Loans shall be treated as if applied in or towards
repayment of the maturing Loan so that:

     

    
      	
               
      

            	
              (A)

            	
              if
      the amount of the maturing Loan exceeds the aggregate amount of the new
      Loans:

            


    

     

    
      	
               
      

            	
              (1)

            	
              the
      Borrower will only be required to pay an amount in cash with respect to
      the maturing Loan equal to that excess;
and

            


    

     

    
      	
               
      

            	
              (2)

            	
              each
      Lender’s participation (if any) in the new Loans shall be treated as
      having been made to and applied by the Borrower in or towards repayment of
      that Lender’s participation (if any) in the maturing Loan and that Lender
      will not be required to make its participation in the new Loans available
      in cash; and

            


    

     

    
      	
               
      

            	
              (B)

            	
              if
      the amount of the maturing Loan is equal to or less than the aggregate
      amount of the new Loans:

            


    

     

    
      	
               
      

            	
              (1)

            	
              the
      Borrower will not be required to make any payment in cash with respect to
      the maturing Loan; and

            


    

     

    
      	
               
      

            	
              (2)

            	
              each
      Lender will be required to make its participation in the new Loans
      available in cash only to the extent that its participation (if any) in
      the new Loans exceeds that Lender’s participation (if any) in the maturing
      Loan and the remainder of that Lender’s participation in the new Loans
      shall be treated as having been made to and applied by the Borrower in or
      towards repayment of that Lender’s participation in the maturing
      Loan.

            


    

     

    
      
        
        

      

      
        - 22
-

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              PREPAYMENT AND
      CANCELLATION

            


    

     

    
      	
              7.1

            	
              Illegality

            


    

     

    If it
becomes unlawful in any applicable jurisdiction for a Lender to perform any of
its obligations as contemplated by this Agreement or to fund or maintain its
participation in any Loan:

     

    
      	
               
      

            	
              (a)

            	
              that
      Lender shall promptly notify the Agent upon becoming aware of that
      event;

            


    

     

    
      	
               
      

            	
              (b)

            	
              upon
      the Agent notifying the Borrower, the Commitment of that Lender will be
      immediately cancelled; and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Borrower shall repay that Lender’s participation in the Loans made to the
      Borrower on the last day of the Interest Period for each Loan occurring
      after the Agent has notified the Borrower or, if earlier, the date
      specified by the Lender in the notice delivered to the Agent (being no
      earlier than the last day of any applicable grace period permitted by
      law).

            


    

     

    
      	
              7.2

            	
              Change of
      control

            


    

     

    If after
the date of this Agreement any Change of Control shall occur:

     

    
      	
               
      

            	
              (a)

            	
              the
      Borrower shall promptly notify the Agent upon becoming aware of that
      event; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Agent, acting on the instructions of the Majority Lenders, shall by not
      less than 5 days’ notice to the Borrower, cancel the Facility and declare
      all outstanding Loans, together with accrued interest, and all other
      amounts accrued under the Finance Documents immediately due and payable,
      whereupon the Facility will be cancelled and all such outstanding amounts
      will become immediately due and
payable.

            


    

     

    
      	
              7.3

            	
              Voluntary
      cancellation

            


    

     

    The
Borrower may, if it gives the Agent not less than 5 Business Days’ (or such
shorter period as the Majority Lenders may agree) prior notice, cancel the whole
or any part (being a minimum amount of $5,000,000) of the Available
Facility.  Any cancellation under this Clause 7.3 shall reduce the
Commitments of the Lenders rateably.  Any amounts cancelled under this
Clause 7.3 may not be reinstated.

     

    
      	
              7.4

            	
              Voluntary Prepayment of
      Loans

            


    

     

    The
Borrower may, if it gives the Agent not less than 5 Business Days’ (or such
shorter period as the Majority Lenders may agree) prior notice, prepay the whole
or any part of a Loan (but if in part, being an amount that reduces the Loan by
a minimum amount of $5,000,000).

     

    
      	
              7.5

            	
              Right of repayment and
      cancellation in relation to a single
  Lender

            


    

     

    
      	
               
      

            	
              (a)

            	
              If:

            


    

     

    
      
        
        

      

      
        - 23
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              any
      sum payable to any Lender by the Borrower is required to be increased
      under paragraph (c) of Clause 12.2 (Tax
      gross-up);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or
      Clause 13.1 (Increased
      costs),

            


    

     

    the
Borrower may, whilst the circumstance giving rise to the requirement or
indemnification continues, give the Agent notice of cancellation of the
Commitment of that Lender and its intention to procure the repayment of that
Lender’s participation in the Loans.

     

    
      	
               
      

            	
              (b)

            	
              On
      receipt of a notice referred to in paragraph (a) above, the Commitment of
      that Lender shall immediately be reduced to
  zero.

            


    

     

    
      	
               
      

            	
              (c)

            	
              On
      the last day of each Interest Period which ends after the Borrower has
      given notice under paragraph (a) above (or, if earlier, the date specified
      by the Borrower in that notice), the Borrower shall repay that Lender’s
      participation in that Loan.

            


    

     

    
      	
              7.6

            	
              Restrictions

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      notice of cancellation or prepayment given by any Party under this Clause
      7 shall be irrevocable and, unless a contrary indication appears in this
      Agreement, shall specify the date or dates upon which the relevant
      cancellation or prepayment is to be made and the amount of that
      cancellation or prepayment.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      prepayment under this Agreement shall be made together with accrued
      interest on the amount prepaid and, subject to any Break Costs, without
      premium or penalty.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Unless
      a contrary indication appears in this Agreement, any part of the Facility
      which is prepaid may be reborrowed in accordance with the terms of this
      Agreement.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Borrower shall not repay or prepay all or any part of the Loans or cancel
      all or any part of the Commitments except at the times and in the manner
      expressly provided for in this
Agreement.

            


    

     

    
      	
               
      

            	
              (e)

            	
              No
      amount of the Total Commitments cancelled under this Agreement may be
      subsequently reinstated.

            


    

     

    
      	
               
      

            	
              (f)

            	
              If
      the Agent receives a notice under this Clause 7 it shall promptly forward
      a copy of that notice to either the Borrower or the affected Lender, as
      appropriate.

            


    

     

    
      
        
        

      

      
        - 24
-

        
          

        

      

      
        
        

      

    

     

    COSTS
OF UTILISATION

     

    
      	
              8.

            	
              INTEREST

            


    

     

    
      	
              8.1

            	
              Calculation of
      interest

            


    

     

    The rate
of interest on each Loan for each Interest Period is the percentage rate per
annum which is the aggregate of the:

     

    
      	
               
      

            	
              (a)

            	
              Applicable
      Margin;

            


    

     

    
      	
               
      

            	
              (b)

            	
              LIBOR;
      and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Mandatory
      Cost, if any.

            


    

     

    
      	
              8.2

            	
              Payment of
      interest

            


    

     

    On the
last day of each Interest Period the Borrower shall pay accrued interest on the
Loan to which that Interest Period relates (and, if the Interest Period is
longer than six Months, on the dates falling at six Monthly intervals after the
first day of the Interest Period).

     

    
      	
              8.3

            	
              Default
      interest

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      the Borrower fails to pay any amount payable by it under a Finance
      Document on its due date, interest shall accrue on the overdue amount from
      the due date up to the date of actual payment (both before and after
      judgement) at a rate which, subject to paragraph (b) below, is two per
      cent. per annum higher than the rate which would have been payable if the
      overdue amount had, during the period of non-payment, constituted a Loan
      in the currency of the overdue amount for successive Interest Periods,
      each of a duration selected by the Agent (acting
      reasonably).  Any interest accruing under this Clause 8.3 shall
      be immediately payable by the Borrower on demand by the
    Agent.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      any overdue amount consists of all or part of a Loan which became due on a
      day which was not the last day of an Interest Period relating to that
      Loan:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      first Interest Period for that overdue amount shall have a duration equal
      to the unexpired portion of the current Interest Period relating to that
      Loan; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      rate of interest applying to the overdue amount during that first Interest
      Period shall be two per cent. per annum higher than the rate which would
      have applied if the overdue amount had not become
  due.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Default
      interest (if unpaid) arising on an overdue amount will be compounded with
      the overdue amount at the end of each Interest Period applicable to that
      overdue amount but will remain immediately due and
  payable.

            


    

     

    
      
        
        

      

      
        - 25
-

        
          

        

      

      
        
        

      

    

     

    
      	
              8.4

            	
              Notification of rates of
      interest

            


    

     

    The Agent
shall promptly notify the Lenders and the Borrower of the determination of a
rate of interest under this Agreement.

     

    
      	
              9.

            	
              INTEREST
      PERIODS

            


    

     

    
      	
              9.1

            	
              Selection of Interest
      Periods

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower may select an Interest Period for a Loan in the Utilisation
      Request for that Loan.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Subject
      to this Clause 9, the Borrower may select an Interest Period of one, two,
      three or six Months or any other period agreed between the Borrower and
      the Agent (acting on the instructions of all the
  Lenders).

            


    

     

    
      	
               
      

            	
              (c)

            	
              An
      Interest Period for a Loan shall not extend beyond the Final Maturity
      Date.

            


    

     

    
      	
               
      

            	
              (d)

            	
              A
      Loan has one Interest Period only.

            


    

     

    
      	
              9.2

            	
              Non-Business
      Days

            


    

     

    If an
Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period will instead end on the next Business Day in that calendar month
(if there is one) or the preceding Business Day (if there is not).

     

    
      	
              10.

            	
              CHANGES TO THE CALCULATION OF
      INTEREST

            


    

     

    
      	
              10.1

            	
              Absence of
      quotations

            


    

     

    Subject
to Clause 10.2 (Market
disruption), if LIBOR is to be determined by reference to the Reference
Banks but a Reference Bank does not supply a quotation by the Specified Time on
the Quotation Day, the applicable LIBOR shall be determined on the basis of the
quotations of the remaining Reference Banks.

     

    
      	
              10.2

            	
              Market
      disruption

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      a Market Disruption Event occurs in relation to a Loan for any Interest
      Period, then subject to Clause 10.3 (Alternative basis of interest
      or funding) the rate of interest on each Lender’s share of that
      Loan for the Interest Period shall be the rate per annum which is the sum
      of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Applicable Margin;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      rate notified to the Agent by that Lender as soon as practicable and in
      any event before interest is due to be paid in respect of that Interest
      Period, to be that which expresses as a percentage rate per annum the cost
      to that Lender of funding its participation in that Loan from whatever
      source it may reasonably select;
and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Mandatory Cost, if any, applicable to that Lender’s participation in the
      Loan.

            


    

     

    
      
        
        

      

      
        - 26
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              In
      this Agreement “Market
      Disruption Event” means:

            


    

     

    
      	
               
      

            	
              (i)

            	
              at
      or about noon on the Quotation Day for the relevant Interest Period the
      Screen Rate is not available and none or only one of the Reference Banks
      supplies a rate to the Agent to determine LIBOR for the relevant Interest
      Period; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              before
      close of business in London on the Quotation Day for the relevant Interest
      Period, the Agent receives notifications from a Lender or Lenders (whose
      participations in a Loan exceed 35 per cent. of that Loan) that the cost
      to it of obtaining matching deposits in the London interbank market would
      be in excess of LIBOR.

            


    

     

    
      	
              10.3

            	
              Alternative basis of interest
      or funding

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      a Market Disruption Event occurs and the Agent or the Borrower so
      requires, the Agent and the Borrower shall enter into negotiations (for a
      period of not more than thirty days) with a view to agreeing a substitute
      basis for determining the rate of
interest.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      alternative basis agreed pursuant to paragraph (a) above shall, with the
      prior consent of all the Lenders and the Borrower, be binding on all
      Parties.

            


    

     

    
      	
              10.4

            	
              Break
    Costs

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall, within three Business Days of demand by a Finance Party,
      pay to that Finance Party its Break Costs attributable to all or any part
      of a Loan or Unpaid Sum being paid by the Borrower on a day other than the
      last day of an Interest Period for that Loan or Unpaid
  Sum.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      Lender shall, as soon as reasonably practicable after a demand by the
      Agent or the Borrower, provide a certificate confirming the amount of its
      Break Costs for any Interest Period in which they
  accrue.

            


    

     

    
      	
              11.

            	
              FEES

            


    

     

    
      	
              11.1

            	
              Commitment
      fee

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall pay to the Agent (for the account of each Lender) a fee
      computed at the rate of 40 per cent. of the Applicable Margin on the
      Available Facility.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      accrued commitment fee is payable in arrears on the last day of each
      successive period of three Months which ends during the Availability
      Period, on the last day of the Availability Period and, if cancelled in
      full, on the cancelled amount of the relevant Lender’s Commitment at the
      time the cancellation is effective.

            


    

     

    
      	
               
      

            	
              (c)

            	
              No
      commitment fee is payable to the Agent (for the account of a Lender) on
      any Available Commitment of that Lender for any day on which that Lender
      is a Defaulting Lender.

            


    

     

    
      
        
        

      

      
        - 27
-

        
          

        

      

      
        
        

      

    

     

    
      	
              11.2

            	
              Arrangement
      fee

            


    

     

    The
Borrower shall pay to the Arrangers an arrangement fee in the amount and at the
time agreed in a Fee Letter.

     

    
      	
              11.3

            	
              Participation
      fee

            


    

     

    The
Borrower shall pay to the Agent (for the account of each Lender) a participation
fee in the amount and at the time agreed in a Fee Letter.

     

    
      	
              11.4

            	
              Utilisation
      fee

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall pay to the Agent (for the account of each Lender) a
      utilisation fee computed at the rate of 0.25 per cent. per annum on the
      aggregate principal amount of the Loans if the aggregate principal amount
      of the Loans at any time exceeds 50 per cent. of the Total Commitments at
      such time.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      accrued utilisation fee is payable in arrear on the last day of each
      successive period of three Months starting from the date of this Agreement
      and on the Final Maturity Date and on any date the Facility is cancelled
      in full.

            


    

     

    
      	
              11.5

            	
              Agency
    fee

            


    

     

    The
Borrower shall pay to the Agent (for its own account) an agency fee in the
amount and at the times agreed in a Fee Letter.

     

    
      
        
        

      

      
        - 28
-

        
          

        

      

      
        
        

      

    

     

    ADDITIONAL
PAYMENT OBLIGATIONS

     

    
      	
              12.

            	
              TAX GROSS UP AND
      INDEMNITIES

            


    

     

    
      	
              12.1

            	
              Definitions

            


    

     

    
      	
               
      

            	
              (a)

            	
              In
      this Agreement:

            


    

     

    “Protected Party” means a
Finance Party which is or will be subject to any liability, or required to make
any payment, for or on account of Tax in relation to a sum received or
receivable (or any sum deemed for the purposes of Tax to be received or
receivable) under a Finance Document.

     

    “Tax Credit” means a credit
against, relief or remission for, or repayment of any Tax.

     

    “Tax Deduction” means a
deduction or withholding for or on account of Tax from a payment under a Finance
Document.

     

    “Tax Payment” means either the
increase in a payment made by the Borrower to a Finance Party under Clause 12.2
(Tax gross-up) or a
payment under Clause 12.3 (Tax
indemnity).

     

    
      	
               
      

            	
              (b)

            	
              Unless
      a contrary indication appears, in this Clause 12 a reference to
      “determines” or “determined” means a determination made in the reasonable
      discretion of the person making the
  determination.

            


    

     

    
      	
              12.2

            	
              Tax
    gross-up

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall make all payments to be made by it without any Tax
      Deduction, unless a Tax Deduction is required by
  law.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower shall promptly upon becoming aware that it must make a Tax
      Deduction (or that there is any change in the rate or the basis of a Tax
      Deduction)  notify the Agent accordingly.  Similarly,
      a Lender shall notify the Agent on becoming so aware in respect of a
      payment payable to that Lender.  If the Agent receives such
      notification from a Lender it shall notify the
  Borrower.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Subject
      to sub-clause 12.2(d) and sub-clause 23.2(f), if a Tax Deduction is
      required by law to be made by the Borrower, the amount of the payment due
      from the Borrower shall be increased to an amount which (after making any
      Tax Deduction) leaves an amount equal to the payment which would have been
      due if no Tax Deduction had been
required.

            


    

     

    
      	
               
      

            	
              (d)

            	
              A
      payment shall not be increased under sub-clause 12.2(c) above by reason of
      a Tax Deduction if and to the extent the obligation to make a Tax
      Deduction (i) was required by law on the date of this Agreement or (ii)
      results from a Finance Party’s failure to comply with sub-clause
      12.2(g).

            


    

     

    
      	
               
      

            	
              (e)

            	
              If
      the Borrower is required to make a Tax Deduction, the Borrower shall make
      that Tax Deduction and any payment required in connection with that Tax
      

            


    

     

    
      
        
        

      

      
        - 29
-

        
          

        

      

      
        
        

      

    

     

    Deduction
within the time allowed and in the minimum amount required by law.

     

    
      	
               
      

            	
              (f)

            	
              Within
      thirty days of making either a Tax Deduction or any payment required in
      connection with that Tax Deduction, the Borrower shall deliver to the
      Agent for the Finance Party entitled to the payment evidence reasonably
      satisfactory to that Finance Party that the Tax Deduction has been made or
      (as applicable) any appropriate payment paid to the relevant taxing
      authority.

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      Borrower hereby confirms to each Lender that it has made an election to be
      disregarded as an entity separate from its parent, Bunge N.A. Holdings,
      Inc., for U.S. federal income tax purposes.  Each Lender shall,
      to the extent permitted by law, deliver to the Agent for transmission to
      the Borrower (on or before the date of the first interest payment after
      such Lender becomes a party to this Agreement) or as otherwise reasonably
      requested by the Borrower a duly completed copy of Internal Revenue
      Service Form W-8BEN, or Form W-ECI, if applicable, or any successor forms,
      or any other forms as may be necessary to establish a reduction in, or
      complete exemption from, U.S. withholding tax on payments under the Series
      2003-1 VFC Certificate or, as the case may be, on payments of interest on
      the Loans.  To the extent that any such forms become obsolete as
      a result of lapse in time or change in circumstance, each Lender shall
      (promptly upon the request of the Borrower in the case of such form
      becoming obsolete as a result of lapse in time), to the extent permitted
      by law, deliver to the Agent for transmission to the Borrower, revised
      forms as may be necessary to establish a reduction in, or complete
      exemption from, U.S. withholding tax on such
  payments.

            


    

     

    
      	
              12.3

            	
              Tax
      indemnity

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall (within three Business Days of demand by the Agent) pay to
      a Protected Party an amount equal to the loss, liability or cost which
      that Protected Party determines will be or has been (directly or
      indirectly) suffered for or on account of Tax by that Protected Party in
      respect of a Finance Document.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Paragraph
      (a) above shall not apply:

            


    

     

    
      	
               
      

            	
              (i)

            	
              with
      respect to any loss, liability or cost related to any Tax assessed on a
      Finance Party:

            


    

     

    
      	
               
      

            	
              (A)

            	
              under
      the law of the jurisdiction in which that Finance Party is incorporated
      or, if different, the jurisdiction (or jurisdictions) in which that
      Finance Party is treated as resident for tax
  purposes;

            


    

     

    
      	
               
      

            	
              (B)

            	
              under
      the law of the jurisdiction in which that Finance Party’s Facility Office
      is located in respect of amounts received or receivable in that
      jurisdiction; or

            


    

     

    
      	
               
      

            	
              (C)

            	
              under
      the law of any jurisdiction in which that Finance Party otherwise does
      business,

            


    

     

    
      
        
        

      

      
        - 30
-

        
          

        

      

      
        
        

      

    

     

    if that
Tax is imposed on or calculated by reference to the overall net income of that
Finance Party (or a branch thereof); or

     

    
      	
               
      

            	
              (ii)

            	
              to
      the extent a loss, liability or
cost:

            


    

     

    
      	
               
      

            	
              (A)

            	
              is
      compensated for by an increased payment under Clause 12.2 (Tax gross-up);
      or

            


    

     

    
      	
               
      

            	
              (B)

            	
              would
      have been compensated for by an increased payment under Clause 12.2 (Tax gross-up) but was
      not so compensated because one of the exclusions in paragraph (d) of
      Clause 12.2 (Tax gross
      up) applied.

            


    

     

    
      	
               
      

            	
              (c)

            	
              A
      Protected Party making, or intending to make a claim under paragraph (a)
      above shall promptly notify the Agent of the event which will give, or has
      given, rise to the claim, following which the Agent shall notify the
      Borrower.

            


    

     

    
      	
               
      

            	
              (d)

            	
              A
      Protected Party shall, on receiving a payment from the Borrower under this
      Clause 12.3, notify the Agent.

            


    

     

    
      	
              12.4

            	
              Tax
    Credit

            


    

     

    If the
Borrower makes a Tax Payment and the relevant Finance Party determines
that:

     

    
      	
               
      

            	
              (a)

            	
              a
      Tax Credit is attributable either to an increased payment of which that
      Tax Payment forms part, or to that Tax Payment;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              that
      Finance Party has obtained and utilised that Tax
  Credit,

            


    

     

    the
Finance Party shall pay an amount to the Borrower which that Finance Party
determines will leave it (after that payment) in the same after-Tax position as
it would have been in had the Tax Payment not been required to be made by the
Borrower.  To the extent the Finance Party loses a Tax Credit for
which it has made a payment hereunder, the Finance Party shall so notify the
Borrower and the Borrower shall refund the amounts paid to such Borrower with
respect to such Tax Credit.

     

    
      	
              12.5

            	
              Stamp
    taxes

            


    

     

    The
Borrower shall pay and, within three Business Days of demand, indemnify each
Finance Party against any cost, loss or liability that Finance Party incurs in
relation to all stamp duty, registration and other similar Taxes payable in
respect of any Finance Document.

     

    
      	
              12.6

            	
              Value added
      tax

            


    

     

    
      	
               
      

            	
              (a)

            	
              All
      consideration expressed to be payable under a Finance Document by any
      Party to a Finance Party shall be deemed to be exclusive of any
      VAT.  If VAT is chargeable on any supply made by any Finance
      Party to any Party in connection with a Finance Document, that Party shall
      pay to the Finance Party (in addition to and at the same time as paying
      the consideration) an amount equal to the amount of the VAT (and such
      Finance Party shall promptly provide an appropriate VAT invoice to such
      party).

            


    

     

    
      
        
        

      

      
        - 31
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              Where
      a Finance Document requires any Party to reimburse a Finance Party for any
      costs or expenses, that Party shall also at the same time pay and
      indemnify the Finance Party against all VAT incurred by the Finance Party
      in respect of the costs or expenses to the extent that the Finance Party
      reasonably determines that it is not entitled to credit or repayment of
      the VAT.

            


    

     

    
      	
              13.

            	
              INCREASED
      COSTS

            


    

     

    
      	
              13.1

            	
              Increased
      costs

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to Clause 13.2 (Increased cost claims)
      and Clause 13.3 (Exceptions) the
      Borrower shall, within three Business Days of a demand by the Agent, pay
      for the account of a Finance Party the amount of any Increased Costs
      incurred by that Finance Party or any of its Affiliates as a result of (i)
      the introduction of or any change in (or in the interpretation,
      administration or application of) any law or regulation or (ii) compliance
      with any law or regulation made after the date of this Agreement, or, if
      later, the date on which the relevant Finance Party became a Party to this
      Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      this Agreement “Increased
      Costs” means:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      reduction in the rate of return from the Facility or on a Finance Party’s
      (or its Affiliate’s) overall
capital;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              an
      additional or increased cost; or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      reduction of any amount due and payable under any Finance
      Document,

            


    

     

    which is
incurred or suffered by a Finance Party or any of its Affiliates to the extent
that it is attributable to that Finance Party having entered into its Commitment
or funding or performing its obligations under any Finance
Document.

     

    
      	
              13.2

            	
              Increased cost
      claims

            


    

     

    
      	
               
      

            	
              (a)

            	
              A
      Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall
      notify the Agent of the event giving rise to the claim, following which
      the Agent shall promptly notify the Borrower.  The Borrower
      shall not be required to compensate a Lender pursuant to Clause 13 (Increased costs) for
      any amounts incurred more than six months prior to the date the Borrower
      receives notification of such claim; provided, that if the circumstances
      giving rise to such claim have a retroactive effect, then such six month
      period shall be extended to include the period of such retroactive
      effect.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      Finance Party shall, as soon as practicable after a demand by the Agent or
      the Borrower, provide a certificate confirming the amount of its Increased
      Costs (setting out reasonable information showing the basis for and
      calculation of such amount).

            


    

     

    
      	
              13.3

            	
              Exceptions

            


    

     

    Clause
13.1 (Increased costs)
does not apply to the extent any Increased Cost is:

     

    
      
        
        

      

      
        - 32
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              attributable
      to a Tax Deduction;

            


    

     

    
      	
               
      

            	
              (b)

            	
              compensated
      for by Clause 12.3 (Tax
      Indemnity) (or would have been compensated for under Clause 12.3
      (Tax Indemnity)
      but was not so compensated because the exclusions in paragraph (b) of
      Clause 12.3 (Tax
      Indemnity) applied);

            


    

     

    
      	
               
      

            	
              (c)

            	
              compensated
      for by the payment of the Mandatory
Cost;

            


    

     

    
      	
               
      

            	
              (d)

            	
              attributable
      to the wilful breach by the relevant Finance Party or its Affiliates of
      any law or regulation; or

            


    

     

    
      	
               
      

            	
              (e)

            	
              attributable
      to the implementation or application of or compliance with the
      “International Convergence of Capital Measurement and Capital Standards, a
      Revised Framework” published by the Basel Committee on Banking Supervision
      in June 2004 in the form existing on the date of this Agreement (“Basel
      II”) or any other law or regulation which implements Basel II (whether
      such implementation, application or compliance is by a government,
      regulator, Finance Party or any of its
  Affiliates).

            


    

     

    In this
Clause 13.3 (Exceptions), a reference to
“Tax Deduction” has the
same meaning given to such term in Clause 12.1 (Definitions).

     

    
      	
              14.

            	
              OTHER
      INDEMNITIES

            


    

     

    
      	
              14.1

            	
              Currency
      indemnity

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      any sum due from the Borrower under the Finance Documents (a “Sum”), or any order,
      judgement or award given or made in relation to a Sum, has to be converted
      from the currency (the “First Currency”) in
      which that Sum is payable into another currency (the “Second Currency”) for
      the purpose of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              making
      or filing a claim or proof against the
Borrower;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              obtaining
      or enforcing an order, judgement or award in relation to any litigation or
      arbitration proceedings,

            


    

     

    the
Borrower shall as an independent obligation, within three Business Days of
demand, indemnify each Finance Party to whom that Sum is due against any cost,
loss or liability arising out of or as a result of the conversion including any
discrepancy between (A) the rate of exchange used to convert that Sum from the
First Currency into the Second Currency and (B) the rate or rates of exchange
available to that person at the time of its receipt of that Sum.

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower waives any right it may have in any jurisdiction to pay any
      amount under the Finance Documents in a currency or currency unit other
      than that in which it is expressed to be
  payable.

            


    

     

    
      	
              14.2

            	
              Other
      indemnities

            


    

     

    The
Borrower shall, within three Business Days of demand, indemnify each Finance
Party against any cost, loss or liability incurred by that Finance Party as a
result of:

     

    
      
        
        

      

      
        - 33
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              the
      occurrence of any Event of Default;

            


    

     

    
      	
               
      

            	
              (b)

            	
              a
      failure by the Borrower to pay any amount due under a Finance Document on
      its due date, including without limitation, any cost, loss or liability
      arising as a result of Clause 27 (Sharing among the Finance
      Parties);

            


    

     

    
      	
               
      

            	
              (c)

            	
              funding,
      or making arrangements to fund, its participation in a Loan requested by
      it in a Utilisation Request but not made by reason of the operation of any
      one or more of the provisions of this Agreement (other than by reason of
      default or negligence by that Finance Party
  alone);

            


    

     

    
      	
               
      

            	
              (d)

            	
              a
      Loan (or part of a Loan) not being prepaid in accordance with a notice of
      prepayment given by the Borrower;
or

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      claim by the Agent against any of the Lenders pursuant to Clause 25.10
      (Lenders’ indemnity to
      the Agent).

            


    

     

    
      	
              14.3

            	
              Indemnity to the
      Agent

            


    

     

    The
Borrower shall promptly indemnify the Agent against any cost, loss or liability
incurred by the Agent (acting reasonably) as a result of:

     

    
      	
               
      

            	
              (a)

            	
              investigating
      any event which it reasonably believes is a Default;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              acting
      or relying on any notice, request or instruction which it reasonably
      believes to be genuine, correct and appropriately
    authorised;

            


    

     

    except to
the extent such cost, loss or liability arises from (i) the wilful misconduct or
gross negligence of the Agent or (ii) the Agent’s breach of express duties under
the Finance Documents.

     

    
      	
              15.

            	
              MITIGATION BY THE
      LENDERS

            


    

     

    
      	
              15.1

            	
              Mitigation

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      Finance Party shall, in consultation with the Borrower, take all
      reasonable steps to mitigate any circumstances which arise and which would
      result in any amount becoming payable under or pursuant to, or cancelled
      pursuant to, any of Clause 7.1 (Illegality), Clause 12
      (Tax gross-up and
      indemnities), Clause 13 (Increased costs) or
      paragraph 3 of Schedule 5 (Mandatory Cost
      Formulae) including (but not limited to) transferring its rights
      and obligations under the Finance Documents to another Facility Office or
      bank or financial institution reasonably acceptable to the
      Borrower.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Paragraph
      (a) above does not in any way limit the obligations of the Borrower under
      the Finance Documents.

            


    

     

    
      	
              15.2

            	
              Limitation of
      liability

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall indemnify each Finance Party for all costs and expenses
      reasonably incurred by that Finance Party as a result of steps taken by it
      under Clause 15.1 (Mitigation).

            


    

     

    
      
        
        

      

      
        - 34
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (b)

            	
              A
      Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the
      opinion of that Finance Party (acting reasonably), to do so might be
      prejudicial to it.

            


    

     

    
      	
              16.

            	
              COSTS AND
      EXPENSES

            


    

     

    
      	
              16.1

            	
              Transaction
      expenses

            


    

     

    The
Borrower shall promptly on demand pay the Agent and the Arrangers the amount of
all costs and out-of-pocket expenses (including legal fees) reasonably incurred
by any of them in connection with the negotiation, preparation, printing,
execution and syndication of:

     

    
      	
               
      

            	
              (a)

            	
              this
      Agreement and any other documents referred to in this Agreement;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      other Finance Documents executed after the date of this
      Agreement.

            


    

     

    
      	
              16.2

            	
              Amendment
      costs

            


    

     

    If the
Borrower requests an amendment, waiver or consent the Borrower shall, within
three Business Days of demand, reimburse the Agent for the amount of all costs
and out-of-pocket expenses (including legal fees) reasonably incurred by the
Agent in responding to, evaluating, negotiating or complying with that request
or requirement.

     

    
      	
              16.3

            	
              Enforcement
      costs

            


    

     

    The
Borrower shall, within three Business Days of demand, pay to each Finance Party
the amount of all costs and out-of-pocket expenses (including legal fees)
incurred by that Finance Party in connection with the enforcement of, or the
preservation of any rights under, any Finance Document.

     

     

    
      
        
        

      

      
        - 35
-

        
          

        

      

      
        
        

      

    

     

    REPRESENTATIONS,
UNDERTAKINGS AND EVENTS OF DEFAULT

     

    
      	
              17.

            	
              REPRESENTATIONS

            


    

     

    The
Borrower makes the representations and warranties set out in this Clause 17 to
each Finance Party on the date of this Agreement.

     

    
      	
              17.1

            	
              Existence; Compliance with
      Law

            


    

     

    The
Borrower (a) is duly organised and validly existing under the laws of the
jurisdiction of its organisation, (b) has the power and authority, and the legal
right, to own and operate its property and to conduct the business in which it
is currently engaged, (c) is duly qualified as a foreign corporation and in good
standing under the laws of each jurisdiction where its ownership or operation of
property or the conduct of its business requires such qualification and (d) is
in compliance with all Requirements of Law except to the extent that the failure
to comply therewith could not, in the aggregate, reasonably be expected to have
a Material Adverse Effect.

     

    
      	
              17.2

            	
              Power; Authorisation;
      Enforcement Obligations

            


    

     

    The
Borrower has the power and authority, and the legal right, to make, deliver and
perform the Finance Documents to which it is a party and to obtain Loans
hereunder.  The Borrower has taken all necessary organisational action
to authorise the execution, delivery and performance of the Finance Documents to
which it is a party and to authorise the Loans on the terms and conditions of
this Agreement.  Subject to any qualification as to legal matters
contained in the legal opinions referred to in Schedule 3 (Conditions Precedent), no
consent or authorisation of, filing with, notice to or other act by or in
respect of, any Governmental Authority or any other Person is required in
connection with the Loans hereunder or with the execution, delivery,
performance, validity or enforceability of this Agreement or any of the Finance
Documents to which the Borrower is a party.  Each Finance Document to
which the Borrower is a party has been duly executed and delivered on behalf of
the Borrower.  Subject to any qualification as to legal matters
contained in the legal opinions referred to in Schedule 3 (Conditions Precedent), this
Agreement constitutes, and each other Finance Document to which the Borrower is
a party, upon execution will constitute, a legal, valid and binding obligation
of the Borrower, enforceable against the Borrower in accordance with the
terms.

     

    
      	
              17.3

            	
              No Legal
    Bar

            


    

     

    The
execution, delivery and performance of this Agreement and the other Finance
Documents to which the Borrower is a party, the borrowings hereunder and the use
of the proceeds thereof will not violate any Requirement of Law or any
Contractual Obligation of the Borrower and will not result in, or require, the
creation or imposition of any Lien on any of its properties or revenues pursuant
to any Requirement of Law or any such Contractual Obligation.  No
Requirement of Law or Contractual Obligation applicable to the Borrower could
reasonably be expected to have a Material Adverse Effect.

     

    
      
        
        

      

      
        - 36
-

        
          

        

      

      
        
        

      

    

     

    
      	
              17.4

            	
              Governing law and
      enforcement

            


    

     

    Subject
to any qualifications as to legal matters contained in the legal opinions
referred to in Schedule 3 (Conditions
Precedent):

     

    
      	
               
      

            	
              (a)

            	
              The
      choice of English law as the governing law of this Agreement and New York
      law as the governing law of the Parent Guarantee will be recognised and
      enforced in its jurisdiction of incorporation;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      judgement obtained in England in relation to this Agreement and in New
      York in relation to the Parent Guarantee will be recognised and enforced
      in its jurisdiction of
incorporation.

            


    

     

    
      	
              17.5

            	
              Litigation

            


    

     

    No
litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the Borrower,
threatened by or against the Borrower or against any of its properties or
revenues (a) with respect to any of the Finance Documents to which the Borrower
is a party or any of the transactions contemplated hereby or thereby, or (b)
that could reasonably be expected to have a Material Adverse
Effect.

     

    
      	
              17.6

            	
              No
    Default

            


    

     

    The
Borrower is not in default under or with respect to any of its Contractual
Obligations in any respect that could reasonably be expected to have a Material
Adverse Effect.  No Default or Event of Default has occurred and is
continuing.

     

    
      	
              17.7

            	
              Ownership of Property;
      Liens

            


    

     

    The
Borrower has good title to all its property, and none of such property is
subject to any Lien (except for any Lien arising by virtue of the maintenance of
a credit balance on any bank account by the Borrower pursuant to the general
terms and conditions of the bank with which such account is held).

     

    
      	
              17.8

            	
              Taxes

            


    

     

    The
Borrower has filed or caused to be filed all material corporate income tax
returns that are required to be filed and has paid all taxes shown to be due and
payable on said returns or on any assessments made against it or any of its
property and all other taxes, fees or other charges imposed on it or any of its
property by any Governmental Authority (other than any the amount or validity of
which are currently being contested in good faith by appropriate proceedings and
with respect to which reserves in conformity with GAAP have been provided on the
books of the Borrower).  To the knowledge of the Borrower, no claim is
being asserted, with respect to any such tax, fee or other charge.

     

    
      	
              17.9

            	
              Deduction of
      Tax

            


    

     

    The
Borrower is not required under Netherlands law to make any deduction for or on
account of Tax from any payment it may make under any Finance
Document.

     

    
      
        
        

      

      
        - 37
-

        
          

        

      

      
        
        

      

    

     

    
      	
              17.10

            	
              No filing or stamp
      taxes

            


    

     

    Under the
law of its jurisdiction of incorporation it is not necessary that the Finance
Documents be filed, recorded or enrolled with any court or other authority in
that jurisdiction or that any stamp, registration or similar tax be paid on or
in relation to the Finance Documents or the transactions contemplated by the
Finance Documents.

     

    
      	
              17.11

            	
              No misleading
      information

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      factual information provided by the Borrower for the purposes of the
      Information Memorandum was in all material respects taken as a whole true
      and accurate as at the date it was provided or as at the date (if any) at
      which it is stated.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Nothing
      has occurred or been omitted from the Information Memorandum and no
      information has been given or withheld that results in the information
      contained in the Information Memorandum being untrue or misleading in any
      material respect in light of the circumstances under which such
      information was supplied.

            


    

     

    
      	
               
      

            	
              (c)

            	
              All
      written information supplied by the Borrower is in all material respects
      taken as a whole with other written information supplied by the Borrower
      true and accurate and is not misleading in light of the circumstances
      under which such information was supplied as at the date it was provided
      or as at the date (if any) at which it is
  stated.

            


    

     

    
      	
              17.12

            	
              No
      Subsidiaries

            


    

     

    It has no
Subsidiaries.

     

    
      	
              17.13

            	
              Use of
      Proceeds

            


    

     

    The
proceeds of the Loans shall be used solely to (i) make advances under the Series
2003-1 VFC Certificate, (ii) repay Permitted Indebtedness outstanding from time
to time, or (iii) pay expenses incurred in connection with the Facility and/or
Pari Passu Indebtedness.

     

    
      	
              17.14

            	
              Pari passu
      ranking

            


    

     

    Its
payment obligations under the Finance Documents rank at all times at least pari passu with the claims of
all its other unsecured and unsubordinated creditors (other than any such claims
that are preferred by mandatory provisions of law).

     

    
      	
              17.15

            	
              Solvency

            


    

     

    Each
member of the Group that is a party to a Finance Document, is, and after giving
effect to the incurrence of all Indebtedness and obligations being incurred in
connection herewith and therewith will be and will continue to be,
Solvent.

     

    
      
        
        

      

      
        - 38
-

        
          

        

      

      
        
        

      

    

     

    
      	
              17.16

            	
              Limited
      Purpose

            


    

     

    It is a
single purpose entity that was formed for the sole purpose of (a) holding the
Series 2003-1 VFC Certificate, (b) borrowing under this Agreement,
(c) incurring Pari Passu Indebtedness and (d) entering into Hedge
Agreements in connection with this Agreement and such Pari Passu
Indebtedness.  Other than cash derived from Hedge Agreements and
distributions of Series 2003-1 Accrued Interest and Series 2003-1
Invested Amount (as defined in Annex X to the Pooling Agreement) to the Borrower
under the Series 2003-1 VFC Certificate, which cash shall be used by the
Borrower solely to make interest, principal and premium (if any) payments under
this Agreement and under any Pari Passu Indebtedness and to pay for its
reasonable operating expenses (and, in the case of cash derived from Hedge
Agreements, to make advances under the Series 2003-1 VFC Certificate), the
Series 2003-1 VFC Certificate is the sole asset of the
Borrower.

     

    
      	
              17.17

            	
              No
  Change

            


    

     

    Since 31
December 2008, in respect of the Parent and its consolidated Subsidiaries, and
since the date of this Agreement in respect of the Borrower, there has been no
development or event that has had or could reasonably be expected to have a
Material Adverse Effect.

     

    
      	
              17.18

            	
              Dutch
  FSA

            


    

     

    The
Borrower shall ensure that, in the event that its activities bring it, or at any
time will bring it, within the definition of “bank” in the Dutch
FSA:

     

    
      	
               
      

            	
              (a)

            	
              it
      will comply with Chapter 2.2 Dutch FSA;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              it
      has the benefit of a statutory exemption under Article 3.2 Dutch
      FSA.

            


    

     

    
      	
              17.19

            	
              Tax
    Status

            


    

     

    No notice
under Section 36 of the Tax Collection Act (Invorderingswet 1990) has
been given by any member of the Group.

     

    
      	
              17.20

            	
              Repetition

            


    

     

    The
Repeating Representations are deemed to be made by the Borrower (by reference to
the facts and circumstances then existing) on the date of each Utilisation
Request and the first day of each Interest Period.

     

    
      	
              18.

            	
              POSITIVE
      COVENANTS

            


    

     

    The
covenants in this Clause 18 remain in force from the date of this Agreement
for so long as any amount is outstanding under the Finance Documents or any
Commitment is in force.

     

    The
Borrower shall:

     

    
      
        
        

      

      
        - 39
-

        
          

        

      

      
        
        

      

    

     

    
      	
              18.1

            	
              Information
      Miscellaneous

            


    

     

    Provide
the Agent all information (including any public information) that the Agent may
reasonably request in writing concerning the business of the Borrower within a
reasonable period of time considering the nature of the request; provided that
with respect to any information relating to an annual audited report, the same
may be delivered within one hundred and twenty (120) calendar days after the end
of the Borrower’s fiscal year.

     

    
      	
              18.2

            	
              Bunge Master Trust
      information

            


    

     

    Furnish
or cause to be furnished to the Agent in sufficient number for each Lender,
copies of all

     

    
      	
               
      

            	
              (a)

            	
              Daily
      Reports prepared by the Servicer pursuant to Clause 18.14
      below;

            


    

     

    
      	
               
      

            	
              (b)

            	
              notices
      of Series 2003-1 Early Amortisation Events;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              Monthly
      Settlement Statements;

            


    

     

    provided that the documents
set forth in paragraphs (a) and (c) above of this sub-Clause 18.2
shall be provided only upon request of the Agent or the Majority
Lenders.

     

    
      	
              18.3

            	
              Taxes

            


    

     

    Take all
actions necessary to ensure that all taxes and other governmental claims in
respect of the Borrower’s operations and assets are promptly paid when due,
except where the amount or validity thereof is currently being contested in good
faith by appropriate proceedings and reserves to the extent required by GAAP
with respect thereto have been provided on the books of the
Borrower.

     

    
      	
              18.4

            	
              Compliance

            


    

     

    Comply
with all Requirements of Law except where the failure to so comply would not
reasonably be expected to have a Material Adverse Effect on its ability to
perform its obligations under the Finance Documents.

     

    
      	
              18.5

            	
              Audited financial
      statements

            


    

     

    Beginning
with the fiscal year commencing in 2009, furnish to the Agent in sufficient
number for each Lender as soon as available, but in any event within one hundred
and twenty (120) days after the end of each fiscal year of the Borrower, audited
financial statements consisting of the balance sheet of the Borrower as of the
end of such year and the related statements of income and retained earnings and
statements of cash flow for such year, setting forth in each case in comparative
form the corresponding figures for the previous fiscal year, certified by
independent certified public accountants satisfactory to the Agent to the effect
that such financial statements fairly present in all material respects the
financial condition and results of operations of the Borrower in accordance with
GAAP consistently applied.

     

    
      
        
        

      

      
        - 40
-

        
          

        

      

      
        
        

      

    

     

    
      	
              18.6

            	
              Unaudited financial
      statements

            


    

     

    Beginning
with the fiscal year commencing in 2009, furnish to the Agent as soon as
available but in any event within sixty (60) days after the end of each of the
first three quarters for each fiscal year of the Borrower, unaudited financial
statements consisting of a balance sheet of the Borrower as at the end of such
quarter and a statement of income and retained earnings for such quarter,
setting forth (in the case of financial statements furnished for calendar
quarters subsequent to the first full calendar year of the Borrower) in
comparative form the corresponding figures for the corresponding quarter of the
preceding fiscal year.

     

    
      	
              18.7

            	
              Financial statements
      certificate

            


    

     

    Furnish,
or cause to be furnished, to the Agent together with the financial statements
required pursuant to Clause 18.5 and Clause 18.6 a certificate of a
Responsible Officer of the Borrower stating (a) that the attached financial
statements have been prepared in accordance with GAAP and accurately reflect the
financial condition of the Borrower, (b) that the Borrower is in compliance with
Clause 18.10 and (c) all information and calculations necessary for determining
compliance by the Borrower with Clause 19.1 as of the last day of the fiscal
quarter or fiscal year of the Borrower, as the case may be.

     

    
      	
              18.8

            	
              Corporate existence, Conduct of
      business

            


    

     

    
      	
               
      

            	
              (a)

            	
              Except
      as otherwise permitted by the Finance Documents, preserve, renew and keep
      in full force and effect its corporate existence;
  and

            


    

     

    
      	
               
      

            	
              (b)

            	
              take
      all reasonable action to maintain all rights, privileges and franchises
      necessary or desirable in the normal conduct of its
    business.

            


    

     

    
      	
              18.9

            	
              Notification of
      default

            


    

     

    Notify
the Agent of any:

     

    
      	
               
      

            	
              (a)

            	
              Default
      (and the steps, if any, being taken to remedy it) promptly upon becoming
      aware of its occurrence, and

            


    

     

    
      	
               
      

            	
              (b)

            	
              development
      or event which has had, or which the Borrower in its good faith judgement
      believes will have, a Material Adverse
Effect.

            


    

     

    
      	
              18.10

            	
              Proceeds

            


    

     

    
      	
               
      

            	
              (a)

            	
              Use
      the proceeds from the Loans to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              make
      advances under the Series 2003-1 VFC
  Certificate;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              repay
      Permitted Indebtedness outstanding from time to time;
  or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              pay
      expenses incurred in connection with the Facility and any Pari Passu
      Indebtedness provided, that in any event the Borrower shall, to the extent
      necessary, first use the proceeds from the initial Loan under this
      

            


    

     

    
      
        
        

      

      
        - 41
-

        
          

        

      

      
        
        

      

    

     

    Agreement
to repay the principal of and accrued interest on, all outstanding loans under
the 2006 Facility; or

     

    
      	
               
      

            	
              (b)

            	
              Use
      the proceeds of any Pari Passu Indebtedness
to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              make
      advances under the Series 2003-1 VFC
  Certificate;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              repay
      Permitted Indebtedness outstanding from time to time;
  or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              pay
      expenses incurred in connection with the Facility and such Pari Passu
      Indebtedness.

            


    

     

    
      	
              18.11

            	
              Notification of amounts
      due

            


    

     

    On each
day after the Loans (with accrued interest thereon) and all other amounts owing
under this Agreement and the other Finance Documents have become due and payable
(whether at the stated maturity, by acceleration, or otherwise), give the notice
contemplated by Section 2.06 of the Series 2003-1 Supplement, such notice
to specify an amount equal to the lesser of (i) the funds on deposit in the
Series 2003-1 Collection Subaccount on such day and (ii) the
outstanding principal amount of the Loans (with accrued interest thereon) and
all other amounts owing under this Agreement and the other Finance
Documents.

     

    
      	
              18.12

            	
              Notification of Applicable
      Rating

            


    

     

    Promptly
notify the Agent of any change in an Applicable Rating.

     

    
      	
              18.13

            	
              Direction of
      Trustee

            


    

     

    At the
direction of the Agent or the Majority Lenders, exercise its right under Section
8.14 of the Pooling Agreement to direct the trustee under the Bunge Master Trust
when the Lenders are affected by the conduct of any proceeding or the exercise
of any right conferred on the trustee under the Bunge Master Trust.

     

    
      	
              18.14

            	
              Submission of Daily
      Report

            


    

     

    On each
Utilisation Date on which a Loan is made, cause the Servicer to submit a Daily
Report to the Borrower and to the trustee under the Bunge Master Trust no later
than 12:00 (Noon), New York City time, setting forth the information required by
Section 4.01 of the Servicing Agreement.

     

    
      	
              19.

            	
              NEGATIVE
      COVENANTS

            


    

     

    The
covenants in this Clause 19 remain in force from the date of this Agreement
for so long as any amount is outstanding under the Finance Documents or any
Commitment is in force.

     

    The
Borrower will not:

     

    
      	
              19.1

            	
              Series 2003-1 Allocated Loan
      Amount

            


    

     

    Permit
the Series 2003-1 Allocated Loan Amount to be less than the result
of:

     

    
      
        
        

      

      
        - 42
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              adding
      (i) the aggregate principal amount of and accrued interest on the Loans
      outstanding hereunder and (ii) all other Pari Passu Indebtedness
      outstanding (including any net payment obligations of the Borrower related
      to Hedge Agreements, but excluding all Hedge Termination Amounts due and
      owing by the Borrower) calculated by converting any Master Trust Approved
      Currency other than dollars into dollars at the Rate of Exchange; and
      deducting therefrom; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      aggregate amount of any Master Trust Approved Currency (including any net
      receipts from Hedge Agreements, but excluding any Hedge Termination
      Amounts received by the Borrower) on deposit in any Borrower Account or
      the Series 2003-1 Collection Subaccount (or any sub-subaccount thereof),
      calculated by converting any Master Trust Approved Currencies other than
      dollars into dollars at the Rate of Exchange, that are unconditionally
      available to repay the aggregate amount of the Indebtedness and interest
      accrued thereon described in the foregoing sub-clauses (a)(i) and (ii) of
      this sub-clause 19.1  (or with respect to the Series 2003-1
      Collection Subaccount (or any sub-subaccount thereof), unconditionally
      available to repay the principal and accrued interest on the Series 2003-1
      VFC Certificate which Master Trust Approved Currency amounts are in turn
      unconditionally available to make such payments on the principal of and
      accrued interest on the Loans and other Pari Passu Indebtedness in the
      foregoing sub-clauses (a)(i) and (ii) of this
      sub-clause 19.1.

            


    

     

    
      	
              19.2

            	
              Negative
      Pledge

            


    

     

    Contract
for, create, incur, assume or suffer to exist any Lien, security interest,
charge or other encumbrance of any nature upon any of its property or assets,
including without limitation the Series 2003-1 VFC Certificate, whether now
owned or hereafter required (except for any Lien arising by virtue of the
maintenance of a credit balance on any bank account by the Borrower pursuant to
the general terms and conditions of the bank with which such account is
held).

     

    
      	
              19.3

            	
              Indebtedness

            


    

     

    Create,
incur, assume or suffer to exist any Indebtedness, whether current or funded, or
any other liability except Permitted Indebtedness.

     

    
      	
              19.4

            	
              Loans and
      Guarantees

            


    

     

    Except as
contemplated by the Finance Documents or the Transaction Documents, make any
loan or advance or credit to, or guarantee (directly or indirectly or by an
instrument having the effect of assuring another’s payment or performance on any
obligation or capability of so doing or otherwise), endorse or otherwise become
contingently liable, directly or indirectly, in connection with the obligations,
stocks or dividends of, or own, purchase, repurchase or acquire (or agree
contingently to do so) any assets, stock, obligations or securities of, or any
other interest in, or make any capital contribution to, any other
Person.

     

    
      
        
        

      

      
        - 43
-

        
          

        

      

      
        
        

      

    

     

    
      	
              19.5

            	
              Merger

            


    

     

    Enter
into any amalgamation, merger, consolidation, joint venture, syndicate or other
form of combination with any Person, or sell, lease or transfer or otherwise
dispose of any of its assets or receivables or purchase any asset.

     

    
      	
              19.6

            	
              Other
      Agreements

            


    

     

    
      	
               
      

            	
              (a)

            	
              Enter
      into or be a party to any agreement or instrument other than the Finance
      Documents, the Transaction Documents to which it is a party, and any
      agreement or instrument related to the incurrence of Pari Passu
      Indebtedness; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Enter
      into or be a party to any agreement or instrument related to the
      incurrence of Pari Passu Indebtedness that does not include a provision
      substantially to the effect set forth in sub-clause 20.1 (No Bankruptcy Petition against
      the Borrower; Liability of the
Borrower).

            


    

     

    
      	
              19.7

            	
              Expenditure

            


    

     

    Except as
permitted by any Transaction Document, make any expenditure (by long-term or
operating lease or otherwise), excluding those relating to foreclosure, for
capital assets (both realty and personalty), unless such expenditure is approved
in writing by the Agent.

     

    
      	
              19.8

            	
              Restriction of
      business

            


    

     

    Engage in
any business or enterprise or enter into any material transaction other than as
contemplated by the Finance Documents and the Transaction
Documents.

     

    
      	
              19.9

            	
              Constitutional
      Documents

            


    

     

    Amend its
constitutional documents without the prior written consent of the
Agent.

     

    
      	
              19.10

            	
              Amendments to Transaction
      Documents

            


    

     

    Amend,
supplement, waive or modify, or consent to any amendment, supplement, waiver or
modification of, any Transaction Document except in accordance with the
provisions of this sub-clause 19.10.  Any provision of any
Transaction Document may be amended, waived, supplemented, restated, discharged
or terminated without the consent of the Agent or the Lenders; provided such amendment,
waiver, supplement or restatement does not:

     

    
      	
               
      

            	
              (a)

            	
              render
      the Series 2003-1 VFC Certificate subordinate in payment to any other
      Series under the Bunge Master
Trust;

            


    

     

    
      	
               
      

            	
              (b)

            	
              reduce
      in any manner the amount of, or delay the timing of, distributions which
      are required to be made on the Series 2003-1 VFC Certificate;
      or

            


    

     

    
      	
               
      

            	
              (c)

            	
              change
      the definition of or the manner of calculating the interest of the
      Borrower in the assets of the Bunge Master Trust;
  and

            


    

     

    
      
        
        

      

      
        - 44
-

        
          

        

      

      
        
        

      

    

     

    provided further that the
Agent shall have received prior notice thereof together with copies of any
documentation related thereto.  Any amendment, waiver, supplement or
restatement of a provision of a Transaction Document (including any exhibit
thereto) of the type described in sub-clauses (a), (b) or (c) above shall
require the written consent of the Agent acting at the direction of the Majority
Lenders.

     

    
      	
              19.11

            	
              Powers of
      Attorney

            


    

     

    Grant any
powers of attorney to any Person for any purposes except where permitted by the
Finance Documents.

     

    
      	
              19.12

            	
              Increase in Series 2003-1
      Investment Amount

            


    

     

    Increase
the Series 2003-1 Invested Amount during any Payment Period.

     

    
      	
              19.13

            	
              Servicer

            


    

     

    Take any
action which would permit the Servicer to have the right to refuse to perform
any of its respective obligations under the Servicing Agreement.

     

    
      	
              19.14

            	
              Hedge
      Agreements

            


    

     

    Enter
into any Hedge Agreement other than Hedge Agreements entered into in the
ordinary course of business to hedge or mitigate risks directly arising from its
borrowings under this Agreement or other Pari Passu Indebtedness.

     

    
      	
              20.

            	
              COVENANT OF AGENT AND
      LENDERS AND
      PATRIOT ACT NOTICE

            


    

     

    
      	
              20.1

            	
              No Bankruptcy Petition Against
      the Borrower; Liability of the
Borrower

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      of the Agent and the Lenders hereby covenants and agrees that, prior to
      the date which is one year and one day after the payment in full of all
      Loans and other amounts payable hereunder and all Pari Passu Indebtedness,
      it will not institute against, or join with or assist any other Person in
      instituting against, the Borrower, any bankruptcy, reorganization,
      arrangement, insolvency or liquidation proceedings, or other proceedings
      under any applicable insolvency laws.  This sub-clause 20.1
      shall survive the termination of this
Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      any other provision hereof or of any other Finance Documents, the sole
      remedy of the Agent, any Lender or any other Person against the Borrower
      in respect of any obligation, covenant, representation, warranty or
      agreement of the Borrower under or related to this Agreement or any other
      Finance Document shall be against the assets of the
      Borrower.  Neither the Agent, nor any Lender nor any other
      Person shall have any claim against the Borrower to the extent that such
      assets are insufficient to meet such obligations, covenant,
      representation, warranty or agreement (the difference being referred to
      herein as a “shortfall”) and all claims in respect of the shortfall shall
      be extinguished; provided, however, that the
      provisions of this sub-clause 20.1 apply solely to the obligations of the
      Borrower and shall not extinguish such shortfall or otherwise restrict
      such Person’s rights or remedies against the
  Parent.

            


    

     

    
      
        
        

      

      
        - 45
-

        
          

        

      

      
        
        

      

    

     

    
      	
              20.2

            	
              PATRIOT Act
      Notice

            


    

     

    Each
Finance Party hereby notifies the Borrower that, pursuant to the requirements of
the PATRIOT Act, it may be required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address of
the Borrower and other information that will allow such Finance Party to
identify the Borrower in accordance with the PATRIOT Act.

     

    In this
Clause “PATRIOT Act”
shall mean The Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L.
107-56, signed into law 26 October 2001.

     

    
      	
              21.

            	
              EVENTS OF
      DEFAULT

            


    

     

    Each of
the events set out in Clauses 21.1 (Non-payment) to 21.12 (Tax Status) (inclusive) is
an Event of Default.

     

    
      	
              21.1

            	
              Non-payment

            


    

     

    Any
Obligor shall fail to pay any principal of any Loan when due in accordance with
the terms hereof or any Obligor shall fail to pay any interest on any Loan or
any other amount payable hereunder or under any other Finance Document, unless
such failure to pay is caused by administrative or technical error and payment
is made within 5 Business Days of its due date; or

     

    
      	
              21.2

            	
              Misrepresentation

            


    

     

    Any
representation or warranty made or deemed made by the Borrower or the Parent
herein or in any other Finance Document or that is contained in any certificate,
document or financial or other statement furnished by it at any time under or in
connection with this Agreement or any such other Finance Document shall prove to
have been inaccurate in any material respect on or as of the date made or deemed
made; or

     

    
      	
              21.3

            	
              Other
      Obligations

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower shall default in the observance or performance of any agreement
      contained in Clause 19 (Negative Covenants) of
      this Agreement or the Parent shall default in the observance or
      performance of any agreement contained in Sections 8.1(c), 8.1(g)(i),
      8.1(h), 8.1(i) or 8.2 of the Parent Guarantee;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Borrower or the Parent shall default in the observance or performance of
      any other agreement contained in this Agreement or any other Finance
      Document (other than as provided in sub-clause 21.1 or sub-clause‎ 21.3(a)
      of this Clause), and if capable of being remedied such default shall
      continue unremedied for a period of 30 days after the earlier of (i) the
      date on which a Responsible Officer of the Borrower or the Parent has
      knowledge of such default and (ii) the Borrower or the Parent receives
      written notice thereof from the Agent or the Majority Lenders;
      or

            


    

     

    
      
        
        

      

      
        - 46
-

        
          

        

      

      
        
        

      

    

     

    
      	
              21.4

            	
              Cross
      default

            


    

     

    The
Borrower, BAFC, BLFC or any other Investor Certificateholder that is an
Affiliate of the Parent shall:

     

    
      	
               
      

            	
              (a)

            	
              default
      in making any payment of any principal of any Indebtedness (including any
      Guarantee Obligation, but excluding the Loans) on the scheduled or
      original due date with respect thereto;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              default
      in making any payment of any interest on any such Indebtedness beyond the
      period of grace, if any, provided in the instrument or agreement under
      which such Indebtedness was created;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              default
      in making any payment of net obligations in respect of equity derivatives
      or Hedge Agreements; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              default
      in the observance or performance of any other agreement or condition
      relating to any such Indebtedness or contained in any instrument or
      agreement evidencing, securing or relating thereto, or any other event
      shall occur or condition exist, the effect of which default or other event
      or condition is to cause, or to permit the holder or beneficiary of such
      Indebtedness (or a trustee or agent on behalf of such holder or
      beneficiary) to cause, with the giving of notice if required, such
      Indebtedness to become due prior to its stated maturity or (in the case of
      any such Indebtedness constituting a Guarantee Obligation) to become
      payable;

            


    

     

    provided that:

     

    
      	
               
      

            	
              (i)

            	
              a
      default, event or condition described in Clause (a), (b), (c) or (d) of
      this sub-clause 21.4 shall not at any time constitute an Event of
      Default unless, at such time, (x) one or more defaults, events or
      conditions of the type described in Clause (a), (b) and (d) of this
      sub-clause 21.4 shall have occurred and be continuing with respect to
      Indebtedness and/or (y) one or more defaults of the type described in
      Clause (c) of this sub-clause 21.4 (Cross Default) shall
      have occurred and be continuing with respect to equity derivatives and
      Hedge Agreements, the outstanding principal amount with respect to
      Indebtedness and net obligations (with respect to equity
      derivatives  and Hedge Agreements) of which together exceeds in
      the aggregate $50,000,000; provided further that the proviso specified in
      sub-clause 21.4(i) shall be deemed inapplicable at any time that any
      Purchased Loan shall constitute a Defaulted Loan or shall have constituted
      a Delinquent Loan for a period of more than three (3) successive Business
      Days; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              sub-clause
      21.4(d) shall be deemed inapplicable if the occurrence of such event or
      condition referred to above gives rise to an obligation to make a
      mandatory prepayment without further demand of any person on terms agreed
      prior to the occurrence of such event or condition;
  or

            


    

     

    
      
        
        

      

      
        - 47
-

        
          

        

      

      
        
        

      

    

     

    
      	
              21.5

            	
              Group
      default

            


    

     

    Any
member of the Group (other than the Borrower) shall:

     

    
      	
               
      

            	
              (a)

            	
              default
      in making any payment of any principal of any Indebtedness (including any
      Guarantee Obligation, but excluding the Loans) on the scheduled or
      original due date with respect thereto;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              default
      in making any payment of any interest on any such Indebtedness beyond the
      period of grace, if any, provided in the instrument or agreement under
      which such Indebtedness was created;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              default
      in making any payment of net obligations in respect of equity derivatives
      and Hedge Agreements; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              default
      in the observance or performance of any other agreement or condition
      relating to any such Indebtedness or contained in any instrument or
      agreement evidencing, securing or relating thereto, or any other event
      shall occur or condition exist, the effect of which default or other event
      or condition is to cause, or to permit the holder or beneficiary of such
      Indebtedness (or a trustee or agent on behalf of such holder or
      beneficiary) to cause, with the giving of notice if required, such
      Indebtedness to become due prior to its stated maturity or (in the case of
      any such Indebtedness constituting a Guarantee Obligation) to become
      payable; provided
      that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      default, event or condition described in Clause (a), (b), (c) or (d) of
      this sub-clause 21.5 shall not at any time constitute an Event of
      Default unless, at such time, (x) one or more defaults, events or
      conditions of the type described in Clauses (a), (b) and (d) of this
      sub-clause 21.5 (Group Default) shall
      have occurred and be continuing with respect to Indebtedness and/or (y)
      one or more defaults of the type described in Clause (c) of this
      sub-clause  21.5 (Group Default) shall
      have occurred and be continuing with respect to equity derivatives and
      Hedge Agreements, the outstanding principal amount with respect to
      Indebtedness and net obligations (with respect to equity derivatives
      and  Hedge Agreements) of which together exceeds in the
      aggregate $50,000,000; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              this
      sub-clause 21.5(c) shall be deemed inapplicable if the occurrence of such
      event or condition referred to above gives rise to an obligation to make a
      mandatory prepayment without further demand of any person on terms agreed
      prior to the occurrence of such event or condition;
  or

            


    

     

    
      	
              21.6

            	
              Insolvency

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      member of the Group or Bunge Funding Inc. shall commence any case,
      proceedings or other action (i) under any existing or future law of any
      jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
      reorganisation or relief of debtors, seeking to have an order for relief
      entered with respect to it, or seeking to adjudicate it a bankrupt or
      insolvent, or seeking reorganisation, arrangement, adjustment, winding-up,
      liquidation, dissolution, 

            


    

     

    
      
        
        

      

      
        - 48
-

        
          

        

      

      
        
        

      

    

     

    composition
or other relief with respect to it or its debts, or (ii) seeking
appointment of a receiver, trustee in bankruptcy, custodian, conservator or
other similar official for it or for all or any substantial part of its assets,
or any member of the Group or Bunge Funding Inc. shall make a general assignment
for the benefit of its creditors; or

     

    
      	
               
      

            	
              (b)

            	
              there
      shall be commenced against any member of the Group or Bunge Funding Inc.
      any case, proceeding or other action of a nature referred to in clause (a)
      above that (i) results in the entry of an order for relief or any such
      adjudication or appointment or (ii) remains undismissed, undischarged or
      unbonded for a period of 60 days;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              there
      shall be commenced against any member of the Group or Bunge Funding Inc.
      any case, proceeding or other action seeking issuance of a warrant of
      expropriation, attachment, sequestration, distress, execution, distraint
      or similar process against all or any substantial part of its assets that
      results in the entry of an order for any such relief that shall not have
      been vacated, discharged, or stayed or bonded pending appeal within 60
      days from the entry thereof; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      member of the Group or Bunge Funding, Inc. shall take any action in
      furtherance of, or indicating its consent to, approval of, or acquiescence
      in, any of the acts set forth in Clause (a), (b), or (c) above;
      or

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      member of the Group or Bunge Funding, Inc. shall generally not, or shall
      be unable to, or shall admit in writing its inability to pay its debts as
      they become due.

            


    

     

    
      	
              21.7

            	
              Final Judgement against
      Group

            


    

     

    One or
more final judgements or orders shall be entered against any member of the Group
(other than the Borrower) involving in the aggregate a liability (not paid or
fully covered by insurance as to which the relevant insurance company has
acknowledged coverage) of $50,000,000 or more, and all such final judgements or
orders shall not have been vacated, discharged, stayed or bonded pending appeal
within 30 days from the entry thereof; or

     

    
      	
              21.8

            	
              Final Judgement against
      Borrower

            


    

     

    One or
more final judgements or orders shall be entered against the Borrower involving
in the aggregate a liability (not paid or fully covered by insurance as to which
the relevant insurance company has acknowledged coverage) of $50,000 or more,
and all such final judgements or orders shall not have been vacated, discharged,
stayed or bonded pending appeal within 30 days from the entry thereof;
or

     

    
      	
              21.9

            	
              Unlawfulness

            


    

     

    It is or
becomes unlawful for an Obligor to perform any of its obligations under the
Finance Documents; or

     

    
      
        
        

      

      
        - 49
-

        
          

        

      

      
        
        

      

    

     

    
      	
              21.10

            	
              Repudiation

            


    

     

    An
Obligor repudiates a Finance Document or evidences an intention to repudiate a
Finance Document; or

     

    
      	
              21.11

            	
              Effectiveness

            


    

     

    Any of
the Finance Documents or the Transaction Documents shall cease, for any reason,
to be in full force and effect or the Borrower or the Parent shall so assert in
writing; or

     

    
      	
              21.12

            	
              Tax
    Status

            


    

     

    A notice
under Section 36 Dutch Tax Collection Act (Invorderingswet 1990) has
been given by any member of the Group.

     

    
      	
              21.13

            	
              Acceleration

            


    

     

    On and at
any time after the occurrence of an Event of Default (which is continuing) the
Agent may, and shall if so directed by the Majority Lenders, by notice to the
Borrower:

     

    
      	
               
      

            	
              (a)

            	
              cancel
      the Total Commitments whereupon they shall immediately be
      cancelled;

            


    

     

    
      	
               
      

            	
              (b)

            	
              declare
      that all or part of the Loans, together with accrued interest, and all
      other amounts accrued or outstanding under the Finance Documents be
      immediately due and payable, whereupon they shall become immediately due
      and payable; and/or

            


    

     

    
      	
               
      

            	
              (c)

            	
              with
      the consent of the Majority Lenders, the Agent may, or upon the request of
      the Majority Lenders, the Agent shall, by notice to the Borrower, instruct
      the Borrower to, and in such event the Borrower shall, instruct the
      trustee of the Bunge Master Trust to declare the principal and accrued
      interest in respect of the Purchased Loans to be due and
      payable.  Except as expressly provided above in this Clause,
      presentment, demand, protest and all other notices of any kind are hereby
      expressly waived by the Borrower,

            


    

     

    provided that if an Event of
Default under Clause 21.6 (Insolvency Proceedings) shall
occur in respect of the Group or Bunge Funding, Inc., then without notice or any
other act by the Agent or any other person, the Loans, interest thereon and all
other amounts owed under the Finance Documents shall become immediately due and
payable without presentment, demand, protest or notice of any kind, all of which
are expressly waived.

     

    
      	
              22.

            	
              USE OF
      WEBSITES

            


    

     

    
      22.1

    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower may satisfy its obligation to deliver any public information to
      the Lenders by posting this information onto an electronic website
      designated by the Borrower and the Agent (the “Designated Website”) by
      notifying the 

            


    

     

    
      
        
        

      

      
        - 50
-

        
          

        

      

      
        
        

      

    

     

    Agent
(i) of the address of the website together with any relevant password
specifications and (ii) that such information has been posted on the
website.

     

    
      	
               
      

            	
              (b)

            	
              In
      any event the Borrower shall supply the Agent with one copy in paper form
      of any information which is posted onto the
  website.

            


    

     

    
      	
              22.2

            	
              The
      Agent shall supply each Lender with the address of and any relevant
      password specifications for the Designated Website following designation
      of that website by the Borrower and the
Agent.

            


    

     

    
      	
              22.3

            	
              The
      Borrower shall promptly upon becoming aware of its occurrence notify the
      Agent if:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      Designated Website cannot be accessed due to technical
      failure;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      password specifications for the Designated Website
  change;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      new information which is required to be provided under this Agreement is
      posted onto the Designated Website;

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      existing information which has been provided under this Agreement and
      posted onto the Designated Website is amended;
  or

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      Borrower becomes aware that the Designated Website or any information
      posted onto the Designated Website is or has been infected by any
      electronic virus or similar
software.

            


    

     

    If the
Borrower notifies the Agent under paragraph 22.3(a) or
paragraph 22.3(e) above, all information to be provided by the Borrower
under this Agreement after the date of that notice shall be supplied in paper
form unless and until the Agent is satisfied that the circumstances giving rise
to the notification are no longer continuing.

     

    
      	
              22.4

            	
              “Know your customer”
      checks

            


    

     

    
      	
               
      

            	
              (a)

            	
              If:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      introduction of or any change in (or in the interpretation, administration
      or application of) any law or regulation made after the date of this
      Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      change in the status of an Obligor or the composition of the shareholders
      of an Obligor after the date of this Agreement;
  or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      proposed assignment or transfer by a Lender of any of its rights and
      obligations under this Agreement to a party that is not a Lender prior to
      such assignment or transfer,

            


    

     

    obliges
the Agent or any Lender (or, in the case of paragraph (iii) above, any
prospective new Lender) to comply with “know your customer” or similar
identification procedures in circumstances where the necessary information is
not already available to it, each Obligor shall promptly upon the request of the
Agent or 

     

    
      
        
        

      

      
        - 51
-

        
          

        

      

      
        
        

      

    

     

    any
Lender supply, or procure the supply of, such documentation and other evidence
as is reasonably requested by the Agent (for itself or on behalf of any Lender)
or any Lender (for itself or, in the case of the event described in paragraph
(iii) above, on behalf of any prospective new Lender) in order for the Agent,
such Lender or, in the case of the event described in paragraph (iii) above, any
prospective new Lender to carry out and be satisfied it has complied with all
necessary “know your customer” or other similar checks under all applicable laws
and regulations pursuant to the transactions contemplated in the Finance
Documents.

     

    
      	
               
      

            	
              (b)

            	
              Each
      Lender shall promptly upon the request of the Agent supply, or procure the
      supply of, such documentation and other evidence as is reasonably
      requested by the Agent (for itself) in order for the Agent to carry out
      and be satisfied it has complied with all necessary “know your customer”
      or other similar checks under all applicable laws and regulations pursuant
      to the transactions contemplated in the Finance
  Documents.

            


    

     

    


     

    
      
        
        

      

      
        - 52
-

        
          

        

      

      
        
        

      

    

     

    CHANGES
TO PARTIES

     

    
      	
              23.

            	
              CHANGES TO THE
      LENDERS

            


    

     

    
      	
              23.1

            	
              Assignments and transfers by
      the Lenders

            


    

     

    Subject
to this Clause 23, a Lender (the “Existing Lender”)
may:

     

    
      	
               
      

            	
              (a)

            	
              assign
      any of its rights; or

            


    

     

    
      	
               
      

            	
              (b)

            	
              transfer
      by novation any of its rights and
obligations,

            


    

     

    to
another bank or financial institution or to a trust, fund or other entity which
is regularly engaged in or established for the purpose of making, purchasing or
investing in loans, securities or other financial assets (the “New Lender”).

     

    
      	
              23.2

            	
              Conditions of assignment or
      transfer

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      consent of the Borrower (not to be unreasonably withheld or delayed) is
      required for an assignment or transfer by a Lender, unless the assignment
      or transfer is to another Lender or an Affiliate of a Lender, or an Event
      of Default has occurred and has not been
waived.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower will be deemed to have given its consent five Business Days after
      the Lender has requested it unless consent is expressly refused by the
      Borrower within that time.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      consent of the Borrower to an assignment or transfer must not be withheld
      solely because the assignment or transfer may result in an increase to the
      Mandatory Cost.

            


    

     

    
      	
               
      

            	
              (d)

            	
              An
      assignment will only be effective:

            


    

     

    
      	
               
      

            	
              (i)

            	
              on
      receipt by the Agent of written confirmation from the New Lender (in form
      and substance satisfactory to the Agent) that the New Lender will assume
      the same obligations to the other Finance Parties as it would have been
      under if it was an Original Lender;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              performance
      by the Agent of all necessary “know your customer” or other similar checks
      under all applicable laws and regulations in relation to such assignment
      to a New Lender, the completion of which the Agent shall promptly notify
      to the Existing Lender and the New
Lender.

            


    

     

    
      	
               
      

            	
              (e)

            	
              A
      transfer will only be effective if the procedure set out in Clause
      23.5  (Procedure for transfer)
      is complied with.

            


    

     

    
      	
               
      

            	
              (f)

            	
              If:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      Lender assigns or transfers any of its rights or obligations under the
      Finance Documents or changes its Facility Office;
  and

            


    

     

    
      
        
        

      

      
        - 53
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (ii)

            	
              as
      a result of circumstances existing at the date the assignment, transfer or
      change occurs, the Borrower would be obliged to make a payment to the New
      Lender or Lender acting through its new Facility Office under Clause 12
      (Tax gross-up and
      indemnities) or Clause 13 (Increased
      costs),

            


    

     

    then,
notwithstanding anything to the contrary contained in any Finance Document, the
Borrower shall not be required to increase any amounts payable to a New Lender
(in the case of an assignment or a transfer) or Lender (in the case of a change
in Facility Office) pursuant to those Clauses except to the extent the Lender
making such assignment or transfer or change in Facility Office was entitled, at
the time of such assignment or transfer or change in Facility Office, to receive
additional amounts from the Borrower with respect to such Clauses.

     

    
      	
               
      

            	
              (g)

            	
              An
      assignment or transfer of part (but not all) of a Lender’s Commitment and
      Loans must (unless such transfer or assignment is to an Existing Lender or
      an Event of Default has occurred and is continuing) be in a minimum
      aggregate amount of $5,000,000.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Without
      prejudice to paragraph (g) above, the amount transferred to a New Lender
      in relation to a Loan or a Commitment shall be at least the dollar
      equivalent of EUR 50,000 or, if it is less, the New Lender shall confirm
      to the Borrower that it is a “professional market party” within the
      meaning of the Dutch FSA.

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      Borrower hereby designates the Agent to serve as the Borrower’s agent,
      solely for the purpose of this paragraph (i), to maintain a register (the
      “Register”) on
      which the Agent will record each Lender’s Commitment, the Loans made by
      each Lender and each repayment in respect of the principal amount of the
      Loans of each Lender and annexed to which the Agent shall retain a copy of
      each Transfer Certificate delivered to the Agent pursuant to this Clause
      23 (Changes to the
      Lenders).  Failure to make any recordation, or any error
      in such recordation, shall not affect the Borrower’s obligations in
      respect of such Loans.  The entries in the Register shall be
      conclusive (provided, however, that any failure to make any recordation or
      any error in such recordation shall be corrected by the Agent upon notice
      or discovery thereof), and the Borrower, the Agent and the Lenders shall
      treat each Person in whose name a Loan is registered as the Lender thereof
      for all purposes of this Agreement, notwithstanding notice or any
      provision herein to the contrary.  A Lender’s Commitment and the
      Loans made pursuant thereto may be assigned or otherwise transferred in
      whole or in part only by registration of such assignment or transfer in
      the Register.  Any assignment or transfer of a Lender’s
      Commitment or the Loans made pursuant thereto shall be registered in the
      Register only upon delivery to the Agent of a Transfer Certificate duly
      executed by the assignor thereof.  No assignment or transfer of
      a Lender’s Commitment or the Loans made pursuant thereto shall be
      effective unless such assignment or transfer shall have been recorded in
      the Register by the Agent, acting promptly, as provided in this paragraph
      (i).  The Agent shall supply a copy of the Register to the
      Borrower upon request.

            


    

     

    
      
        
        

      

      
        - 54
-

        
          

        

      

      
        
        

      

    

     

    
      	
              23.3

            	
              Assignment or transfer
      fee

            


    

     

    The New
Lender shall, on the date upon which an assignment or transfer takes effect, pay
to the Agent (for its own account) a fee of $1,500.

     

    
      	
              23.4

            	
              Limitation of responsibility of
      Existing Lenders

            


    

     

    
      	
               
      

            	
              (a)

            	
              Unless
      expressly agreed to the contrary, an Existing Lender makes no
      representation or warranty and assumes no responsibility to a New Lender
      for:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      legality, validity, effectiveness, adequacy or enforceability of the
      Finance Documents or any other
documents;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      financial condition of any Obligor;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      performance and observance by any Obligor of its obligations under the
      Finance Documents or any other documents;
or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      accuracy of any statements (whether written or oral) made in or in
      connection with any Finance Document or any other
  document,

            


    

     

    and any
representations or warranties implied by law are excluded.

     

    
      	
               
      

            	
              (b)

            	
              Each
      New Lender confirms to the Existing Lender and the other Finance Parties
      that it:

            


    

     

    
      	
               
      

            	
              (i)

            	
              has
      made (and shall continue to make) its own independent investigation and
      assessment of the financial condition and affairs of any member of the
      Group and its related entities in connection with its participation in
      this Agreement and has not relied exclusively on any information provided
      to it by the Existing Lender in connection with any Finance Document;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              will
      continue to make its own independent appraisal of the creditworthiness of
      each Obligor and its related entities whilst any amount is or may be
      outstanding under the Finance Documents or any Commitment is in
      force.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Nothing
      in any Finance Document obliges an Existing Lender
  to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              accept
      a re-transfer from a New Lender of any of the rights and obligations
      assigned or transferred under this Clause 23;
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              support
      any losses directly or indirectly incurred by the New Lender by reason of
      the non-performance by any Obligor of its obligations under the Finance
      Documents or otherwise.

            


    

     

    
      	
              23.5

            	
              Procedure for
      transfer

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to the conditions set out in Clause 23.2 (Conditions of assignment or
      transfer) a transfer is effected in accordance with paragraph (b)
      below when the Agent executes an otherwise duly completed Transfer
      Certificate delivered 

            


    

     

    
      
        
        

      

      
        - 55
-

        
          

        

      

      
        
        

      

    

     

    to
it by the Existing Lender and the New Lender.  The Agent shall, as
soon as reasonably practicable after receipt by it of a duly completed Transfer
Certificate appearing on its face to comply with the terms of this Agreement and
delivered in accordance with the terms of this Agreement, execute that Transfer
Certificate.

     

    
      	
               
      

            	
              (b)

            	
              The
      Agent shall only be obliged to execute a Transfer Certificate delivered to
      it by the Existing Lender and the New Lender once it is satisfied it has
      complied with all necessary “know your customer” or other similar checks
      under all applicable laws and regulations in relation to the transfer to
      such New Lender.

            


    

     

    
      	
               
      

            	
              (c)

            	
              On
      the Transfer Date:

            


    

     

    
      	
               
      

            	
              (i)

            	
              to
      the extent that in the Transfer Certificate the Existing Lender seeks to
      transfer by novation its rights and obligations under the Finance
      Documents each of the Obligors and the Existing Lender shall be released
      from further obligations towards one another under the Finance Documents
      and their respective rights against one another under the Finance
      Documents shall be cancelled (being the “Discharged Rights and
      Obligations”);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              each
      of the Obligors and the New Lender shall assume obligations towards one
      another and/or acquire rights against one another which differ from the
      Discharged Rights and Obligations only insofar as that Obligor and the New
      Lender have assumed and/or acquired the same in place of that Obligor and
      the Existing Lender;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Agent, the Arrangers, the New Lender and other Lenders shall acquire the
      same rights and assume the same obligations between themselves as they
      would have acquired and assumed had the New Lender been an Existing Lender
      with the rights and/or obligations acquired or assumed by it as a result
      of the transfer and to that extent the Agent, the Arrangers and the
      Existing Lender shall each be released from further obligations to each
      other under the Finance Documents;
and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      New Lender shall become a Party as a
“Lender”.

            


    

     

    
      	
              23.6

            	
              Disclosure of
      information

            


    

     

    Any
Lender may disclose to any of its Affiliates and any:

     

    
      	
               
      

            	
              (a)

            	
              other
      person to (or through) whom that Lender assigns or transfers (or may
      potentially assign or transfer) all or any of its rights and obligations
      under this Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              other
      person with (or through) whom that Lender enters into (or may potentially
      enter into) any sub-participation, or any hedge, in relation to, or any
      other transaction under which payments are to be made by reference to,
      this Agreement or any Obligor;

            


    

     

    
      
        
        

      

      
        - 56
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              other
      person to whom, and to the extent, that information is required to be
      disclosed by any applicable law or
regulation;

            


    

     

    
      	
               
      

            	
              (d)

            	
              other
      person in connection with a securitisation of that Lender’s rights or
      obligations under the Finance Documents (or a similar transaction of a
      broadly equivalent economic
effect);

            


    

     

    
      	
               
      

            	
              (e)

            	
              other
      persons to whom the Lenders will charge, assign or otherwise create
      Security in or over its rights under any Finance Document to secure
      obligations of that Lender pursuant to Clause 23.8 (Security over Lender’s
      rights);

            


    

     

    
      	
               
      

            	
              (f)

            	
              of
      its professional advisers and service providers who are under a duty of
      confidentiality to it; or

            


    

     

    
      	
               
      

            	
              (g)

            	
              rating
      agency, insurer or insurance broker of, or direct or indirect provider of
      credit protection to the Lender or any of its
  affiliates,

            


    

     

    any
information about the Borrower, the Group and the Finance Documents (including
the size and term of the Facility and the name of the Borrower) as that Lender
shall consider appropriate if, in relation to paragraphs (a) and (b) above, the
person to whom the information is to be given has entered into a Confidentiality
Undertaking.

     

    
      	
              23.7

            	
              Disclosure to numbering service
      providers

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      Finance Party may disclose to any national or international numbering
      service provider appointed by that Finance Party to provide identification
      numbering services in respect of this Agreement, the Facility and/or the
      Borrower the following information:

            


    

     

    
      	
               
      

            	
              (i)

            	
              name
      of the Borrower;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              country
      of domicile of Borrower;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              place
      of incorporation of Borrower;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              date
      of this Agreement;

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      names of the Agent and the
Arranger;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              date
      of each amendment and restatement of this
  Agreement;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              amount
      of Total Commitments;

            


    

     

    
      	
               
      

            	
              (viii)

            	
              currencies
      of the Facility;

            


    

     

    
      	
               
      

            	
              (ix)

            	
              type
      of Facility;

            


    

     

    
      	
               
      

            	
              (x)

            	
              ranking
      of Facility;

            


    

     

    
      	
               
      

            	
              (xi)

            	
              Final
      Maturity Date for Facility;

            


    

     

    
      
        
        

      

      
        - 57
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (xii)

            	
              changes
      to any of the information previously supplied pursuant to paragraphs (i)
      to (xi) above; and

            


    

     

    
      	
               
      

            	
              (xiii)

            	
              such
      other information agreed between such Finance Party and the
      Borrower,

            


    

     

    to enable
such numbering service provider to provide its usual syndicated loan numbering
identification services.

     

    
      	
               
      

            	
              (b)

            	
              The
      Parties acknowledge and agree that each identification number assigned to
      this Agreement, the Facility and/or the Borrower by a numbering service
      provider and the information associated with each such number may be
      disclosed to users of its services in accordance with the standard terms
      and conditions of that numbering service
  provider.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Borrower represents that none of the information set out in paragraphs (i)
      to (xiii) of paragraph (a) above is, nor will at any time be, unpublished
      price-sensitive information.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Agent shall notify the Borrower and the other Finance Parties
      of:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      name of any numbering service provider appointed by the Agent in respect
      of this Agreement, the Facility and/or the Borrower;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      number or, as the case may be, numbers assigned to this Agreement, the
      Facility and/or the Borrower by such numbering service
      provider.

            


    

     

    
      	
              23.8

            	
              Security over Lenders’
      rights

            


    

     

    
      	
               
      

            	
              (a)

            	
              In
      addition to the other rights provided to Lenders under this Clause 23
      (Changes to
      Lenders), each Lender may without consulting with or obtaining
      consent from the Borrower, at any time charge, assign or otherwise create
      Security in or over (whether by way of collateral or otherwise) all or any
      of its rights under any Finance Document to secure obligations of that
      Lender including, without
limitation:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      charge, assignment or other Security to secure obligations to a federal
      reserve or central bank including HM Treasury or equivalent or any other
      authorised government body; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      the case of any Lender which is a fund, any charge, assignment or other
      Security granted to any holders (or trustee or representatives of holders)
      of obligations owed, or securities issued, by that Lender as security for
      those obligations or securities,

            


    

     

    except
that no such charge, assignment or Security shall:

     

    
      	
               
      

            	
              (A)

            	
              release
      a Lender from any of its obligations under the Finance Documents or
      substitute the beneficiary of the relevant charge, assignment or Security
      for the Lender as a party to any of the Finance Documents;
    or

            


    

     

    
      
        
        

      

      
        - 58
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (B)

            	
              require
      any payments to be made by the Borrower other than or in excess of, or
      grant to any person any more extensive rights than, those required to be
      made or granted to the relevant Lender under the Finance
      Documents.

            


    

     

    
      	
              24.

            	
              CHANGES TO THE BORROWER

            


    

     

    The
Borrower may not assign any of its rights or transfer any of its rights or
obligations under the Finance Documents.

     

     

     

     

     

    
      
        
        

      

      
        - 59
-

        
          

        

      

      
        
        

      

    

     

    THE
FINANCE PARTIES

     

    
      	
              25.

            	
              ROLE OF THE AGENT AND THE
      ARRANGERS

            


    

     

    
      	
              25.1

            	
              Appointment of the
      Agent

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      other Finance Party appoints the Agent to act as its agent under and in
      connection with the Finance
Documents.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      other Finance Party authorises the Agent to exercise the rights, powers,
      authorities and discretions specifically given to the Agent under or in
      connection with the Finance Documents together with any other incidental
      rights, powers, authorities and
discretions.

            


    

     

    
      	
              25.2

            	
              Duties of the
      Agent

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Agent shall promptly forward to a Party the original or a copy of any
      document which is delivered to the Agent for that Party by any other
      Party.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Except
      where a Finance Document specifically provides otherwise, the Agent is not
      obliged to review or check the adequacy, accuracy or completeness of any
      document it forwards to another
Party.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      the Agent receives notice from a Party referring to this Agreement,
      describing a Default and stating that the circumstance described is a
      Default, it shall promptly notify the other Finance
    Parties.

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      the Agent is aware of the non-payment of any principal, interest,
      commitment fee or other fee payable to a Finance Party (other than the
      Agent or the Arrangers) under this Agreement it shall promptly notify the
      other Finance Parties.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Agent’s duties under the Finance Documents are solely mechanical and
      administrative in nature.

            


    

     

    
      	
              25.3

            	
              Role of the
      Arrangers

            


    

     

    Except as
specifically provided in the Finance Documents, the Arrangers have no
obligations of any kind to any other Party under or in connection with any
Finance Document.

     

    
      	
              25.4

            	
              No fiduciary
      duties

            


    

     

    
      	
               
      

            	
              (a)

            	
              Nothing
      in this Agreement constitutes the Agent or the Arrangers as a trustee or
      fiduciary of any other person.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Neither
      the Agent nor the Arrangers shall be bound to account to any Lender for
      any sum or the profit element of any sum received by it for its own
      account.

            


    

     

    
      
        
        

      

      
        - 60
-

        
          

        

      

      
        
        

      

    

     

    
      	
              25.5

            	
              Business with the
      Group

            


    

     

    The Agent
and the Arrangers may accept deposits from, lend money to and generally engage
in any kind of banking or other business with any member of the
Group.

     

    
      	
              25.6

            	
              Rights and discretions of the
      Agent

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Agent may rely on:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      representation, notice or document believed by it to be genuine, correct
      and appropriately authorised; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      statement made by a director, authorised signatory or employee of any
      person regarding any matters which may reasonably be assumed to be within
      his knowledge or within his power to
verify.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Agent may assume (unless it has received notice to the contrary in its
      capacity as agent for the Lenders)
that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              no
      Default has occurred (unless it has actual knowledge of a Default arising
      under Clause 21.1 (Non-payment));
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      right, power, authority or discretion vested in any Party or the Majority
      Lenders has not been exercised.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Agent may engage, pay for and rely on the advice or services of any
      lawyers, accountants, surveyors or other
  experts.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Agent may act in relation to the Finance Documents through its personnel
      and agents.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Agent may disclose to any other Party any information it reasonably
      believes it has received as agent under this
  Agreement.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Notwithstanding
      any other provision of any Finance Document to the contrary, neither the
      Agent nor any Arranger is obliged to do or omit to do anything if it would
      or might in its reasonable opinion constitute a breach of any law or
      regulation or a breach of a fiduciary duty or duty of
      confidentiality.

            


    

     

    
      	
              25.7

            	
              Majority Lenders’
      instructions

            


    

     

    
      	
               
      

            	
              (a)

            	
              Unless
      a contrary indication appears in a Finance Document, the Agent shall (i)
      exercise any right, power, authority or discretion vested in it as Agent
      in accordance with any instructions given to it by the Majority Lenders
      (or, if so instructed by the Majority Lenders, refrain from exercising any
      right, power, authority or discretion vested in it as Agent) and (ii) not
      be liable for any act (or omission) if it acts (or refrains from taking
      any action) in accordance with an instruction of the Majority
      Lenders.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Unless
      a contrary indication appears in a Finance Document, any instructions
      given by the Majority Lenders will be binding on all the Finance
      Parties.

            


    

     

    
      
        
        

      

      
        - 61
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (c)

            	
              The
      Agent may refrain from acting in accordance with the instructions of the
      Majority Lenders (or, if appropriate, the Lenders) until it has received
      such security as it may require for any cost, loss or liability (together
      with any associated VAT) which it may incur in complying with the
      instructions.

            


    

     

    
      	
               
      

            	
              (d)

            	
              In
      the absence of instructions from the Majority Lenders, (or, if
      appropriate, the Lenders) the Agent may act (or refrain from taking
      action) as it considers to be in the best interest of the
      Lenders.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Agent is not authorised to act on behalf of a Lender (without first
      obtaining that Lender’s consent) in any legal or arbitration proceedings
      relating to any Finance Document.

            


    

     

    
      	
              25.8

            	
              Responsibility for
      documentation

            


    

     

    Neither
the Agent nor any Arranger:

     

    
      	
               
      

            	
              (a)

            	
              is
      responsible for the adequacy, accuracy and/or completeness of any
      information (whether oral or written) supplied by the Agent, an Arranger,
      an Obligor or any other Person given in or in connection with any Finance
      Document or the Information Memorandum;
or

            


    

     

    
      	
               
      

            	
              (b)

            	
              is
      responsible for the legality, validity, effectiveness, adequacy or
      enforceability of any Finance Document or any other agreement, arrangement
      or document entered into, made or executed in anticipation of or in
      connection with any Finance
Document.

            


    

     

    
      	
              25.9

            	
              Exclusion of
      liability

            


    

     

    
      	
               
      

            	
              (a)

            	
              Without
      limiting paragraph (b) below, the Agent will not be liable for any action
      taken by it under or in connection with any Finance Document, unless
      directly caused by its gross negligence or wilful
    misconduct.

            


    

     

    
      	
               
      

            	
              (b)

            	
              No
      Party (other than the Agent) may take any proceedings against any officer,
      employee or agent of the Agent in respect of any claim it might have
      against the Agent or in respect of any act or omission of any kind by that
      officer, employee or agent in relation to any Finance Document and any
      officer, employee or agent of the Agent may rely on this Clause subject to
      Clause 1.4 (Third Party
      Rights) and the provisions of the Third Parties
  Act.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Agent will not be liable for any delay (or any related consequences) in
      crediting an account with an amount required under the Finance Documents
      to be paid by the Agent if the Agent has taken all necessary steps as soon
      as reasonably practicable to comply with the regulations or operating
      procedures of any recognised clearing or settlement system used by the
      Agent for that purpose.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Nothing
      in this Agreement shall oblige the Agent or the Arranger to carry out any
      “know your customer” or other checks in relation to any person on behalf
      of any Lender and each Lender confirms to the Agent and the Arranger that
      it is solely responsible for any such checks it is required to carry out
      and that it 

            


    

     

    
      
        
        

      

      
        - 62
-

        
          

        

      

      
        
        

      

    

     

    may
not rely on any statement in relation to such checks made by the Agent or the
Arranger.

     

    
      	
              25.10

            	
              Lenders’ indemnity to the
      Agent

            


    

     

    Each
Lender shall (in proportion to its share of the Total Commitments or, if the
Total Commitments are then zero, to its share of the Total Commitments
immediately prior to their reduction to zero) indemnify the Agent, within three
Business Days of demand, against any cost, loss or liability incurred by the
Agent (otherwise than by reason of the Agent’s gross negligence or wilful
misconduct) in acting as Agent under the Finance Documents (unless the Agent has
been reimbursed by an Obligor pursuant to a Finance Document, and provided that
such Lender indemnification shall not affect any Obligor’s reimbursement
obligations to such Lender under any Finance Document).

     

    
      	
              25.11

            	
              Resignation of the
      Agent

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Agent may resign and appoint one of its Affiliates acting through an
      office as successor by giving notice to the other Finance Parties and the
      Borrower.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Alternatively
      the Agent may resign by giving notice to the other Finance Parties and the
      Borrower, in which case the Majority Lenders (after consultation with the
      Borrower) may appoint a successor
Agent.

            


    

     

    
      	
               
      

            	
              (c)

            	
              If
      the Majority Lenders have not appointed a successor Agent in accordance
      with paragraph (b) above within 30 days after notice of resignation was
      given, the Agent (after consultation with the Borrower) may appoint a
      successor Agent.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      retiring Agent shall, at its own cost, make available to the successor
      Agent such documents and records and provide such assistance as the
      successor Agent may reasonably request for the purposes of performing its
      functions as Agent under the Finance
Documents.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Agent’s resignation notice shall only take effect upon the appointment of
      a successor.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Upon
      the appointment of a successor, the retiring Agent shall be discharged
      from any further obligation in respect of the Finance Documents but shall
      remain entitled to the benefit of this Clause 25.  Its successor
      and each of the other Parties shall have the same rights and obligations
      amongst themselves as they would have had if such successor had been an
      original Party.

            


    

     

    
      	
               
      

            	
              (g)

            	
              After
      consultation with the Borrower, the Majority Lenders may, by notice to the
      Agent, require it to resign in accordance with paragraph (b)
      above.  In this event, the Agent shall resign in accordance with
      paragraph (b) above.

            


    

     

    
      	
              25.12

            	
              Replacement of the
      Agent

            


    

     

    
      	
               
      

            	
              (a)

            	
              With
      the consent of the Borrower (not to be unreasonably withheld or delayed),
      the Majority Lenders may, by giving 30 days’ notice to the Agent (or, at
      any time the Agent is an Impaired Agent, by giving any shorter notice
      

            


    

     

    
      
        
        

      

      
        - 63
-

        
          

        

      

      
        
        

      

    

     

    determined
by the Majority Lenders) replace the Agent by appointing a successor
Agent.

     

    
      	
               
      

            	
              (b)

            	
              The
      Borrower will be deemed to have given its consent five Business Days after
      the Lenders have requested it unless consent is expressly refused by the
      Borrower within that time.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      retiring Agent shall (at its own cost if it is an Impaired Agent and
      otherwise at the expense of the Lenders) make available to the successor
      Agent such documents and records and provide such assistance as the
      successor Agent may reasonably request for the purposes of performing its
      functions as Agent under the Finance
Documents.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      appointment of the successor Agent shall take effect on the date specified
      in the notice from the Majority Lenders to the retiring Agent. As from
      such date, the retiring Agent shall be discharged from any further
      obligation in respect of the Finance Documents but shall remain entitled
      to the benefit of this Clause 25.12  (and any agency fees for
      the account of the retiring Agent shall cease to accrue from (and shall be
      payable on) that date).

            


    

     

    
      	
               
      

            	
              (e)

            	
              Any
      successor Agent and each of the other Parties shall have the same rights
      and obligations amongst themselves as they would have had if such
      successor had been an original
Party.

            


    

     

    
      	
              25.13

            	
              Confidentiality

            


    

     

    
      	
               
      

            	
              (a)

            	
              In
      acting as agent for the Finance Parties, the Agent shall be regarded as
      acting through its agency division which shall be treated as a separate
      entity from any other of its divisions or
  departments.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      information is received by another division or department of the Agent, it
      may be treated as confidential to that division or department and the
      Agent shall not be deemed to have notice of
it.

            


    

     

    
      	
              25.14

            	
              Relationship with the
      Lenders

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Agent may treat each Lender as a Lender entitled to payments under this
      Agreement and acting through its Facility Office unless it has received
      not less than five Business Days prior notice from that Lender to the
      contrary in accordance with the terms of this
  Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      Lender shall supply the Agent with any information required by the Agent
      in order to calculate the Mandatory Cost in accordance with Schedule 5
      (Mandatory Cost
      Formula).

            


    

     

    
      	
              25.15

            	
              Credit appraisal by the
      Lenders

            


    

     

    Without
affecting the responsibility of any Obligor for information supplied by it or on
its behalf in connection with any Finance Document, each Lender confirms to the
Agent and the Arrangers that it has been, and will continue to be, solely
responsible for making its own independent appraisal and investigation of all
risks arising under or in connection with any Finance Document including but not
limited to:

     

    
      
        
        

      

      
        - 64
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (a)

            	
              the
      financial condition, status and nature of each member of the
      Group;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      legality, validity, effectiveness, adequacy or enforceability of any
      Finance Document and any other agreement, arrangement or document entered
      into, made or executed in anticipation of, under or in connection with any
      Finance Document;

            


    

     

    
      	
               
      

            	
              (c)

            	
              whether
      that Lender has recourse, and the nature and extent of that recourse,
      against any Party or any of its respective assets under or in connection
      with any Finance Document, the transactions contemplated by the Finance
      Documents or any other agreement, arrangement or document entered into,
      made or executed in anticipation of, under or in connection with any
      Finance Document; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      adequacy, accuracy and/or completeness of the Information Memorandum and
      any other information provided by the Agent, any Party or by any other
      person under or in connection with any Finance Document, the transactions
      contemplated by the Finance Documents or any other agreement, arrangement
      or document entered into, made or executed in anticipation of, under or in
      connection with any Finance
Document.

            


    

     

    
      	
              25.16

            	
              Reference
      Banks

            


    

     

    If a
Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it
is an Affiliate) ceases to be a Lender, the Agent shall (in consultation with
the Borrower) appoint another Lender or an Affiliate of a Lender to replace that
Reference Bank.

     

    
      	
              25.17

            	
              Deduction from amounts payable
      by the Agent

            


    

     

    If any
Party owes an amount to the Agent under the Finance Documents the Agent may,
after giving notice to that Party, deduct an amount not exceeding that amount
from any payment to that Party which the Agent would otherwise be obliged to
make under the Finance Documents and apply the amount deducted in or towards
satisfaction of the amount owed.  For the purposes of the Finance
Documents that Party shall be regarded as having received any amount so
deducted.

     

    
      	
              26.

            	
              CONDUCT OF BUSINESS BY THE
      FINANCE PARTIES

            


    

     

    No
provision of this Agreement will:

     

    
      	
               
      

            	
              (a)

            	
              interfere
      with the right of any Finance Party to arrange its affairs (tax or
      otherwise) in whatever manner it thinks
fit;

            


    

     

    
      	
               
      

            	
              (b)

            	
              oblige
      any Finance Party to investigate or claim any credit, relief, remission or
      repayment available to it or the extent, order and manner of any claim;
      or

            


    

     

    
      	
               
      

            	
              (c)

            	
              oblige
      any Finance Party to disclose any information relating to its affairs (tax
      or otherwise) or any computations in respect of
  Tax.

            


    

     

    
      
        
        

      

      
        - 65
-

        
          

        

      

      
        
        

      

    

     

    
      	
              27.

            	
              SHARING AMONG THE FINANCE
      PARTIES

            


    

     

    
      	
              27.1

            	
              Payments to Finance
      Parties

            


    

     

    If a
Finance Party (a “Recovering
Finance Party”) receives or recovers any amount from an Obligor other
than in accordance with Clause 28 (Payment mechanics) and
applies that amount to a payment due under the Finance Documents
then:

     

    
      	
               
      

            	
              (a)

            	
              the
      Recovering Finance Party shall, within three Business Days, notify details
      of the receipt or recovery, to the
Agent;

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      Agent shall determine whether the receipt or recovery is in excess of the
      amount the Recovering Finance Party would have been paid had the receipt
      or recovery been received or made by the Agent and distributed in
      accordance with Clause 28 (Payment mechanics),
      without taking account of any Tax which would be imposed on the Agent in
      relation to the receipt, recovery or distribution;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      Recovering Finance Party shall, within three Business Days of demand by
      the Agent, pay to the Agent an amount (the “Sharing Payment”) equal
      to such receipt or recovery less any amount which the Agent determines may
      be retained by the Recovering Finance Party as its share of any payment to
      be made, in accordance with Clause 28.6 (Partial
      payments).

            


    

     

    
      	
              27.2

            	
              Redistribution of
      payments

            


    

     

    The Agent
shall treat the Sharing Payment as if it had been paid by the Borrower and
distribute it between the Finance Parties (other than the Recovering Finance
Party) in accordance with Clause 28.6 (Partial
payments).

     

    
      	
              27.3

            	
              Recovering Finance Party’s
      rights

            


    

     

    
      	
               
      

            	
              (a)

            	
              On
      a distribution by the Agent under Clause 27.2 (Redistribution of
      payments), the Recovering Finance Party will be subrogated to the
      rights of the Finance Parties which have shared in the
      redistribution.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      and to the extent that the Recovering Finance Party is not able to rely on
      its rights under paragraph (a) above, the Borrower shall be liable to the
      Recovering Finance Party for a debt equal to the Sharing Payment which is
      immediately due and payable.

            


    

     

    
      	
              27.4

            	
              Reversal of
      redistribution

            


    

     

    If any
part of the Sharing Payment received or recovered by a Recovering Finance Party
becomes repayable and is repaid by that Recovering Finance Party,
then:

     

    
      	
               
      

            	
              (a)

            	
              each
      Finance Party which has received a share of the relevant Sharing Payment
      pursuant to Clause 27.2 (Redistribution of
      payments) shall, upon request of the Agent, pay to the Agent for
      account of that Recovering Finance Party an amount equal to the
      appropriate part of its share of the  Sharing Payment (together
      with an amount as is necessary to reimburse that
  

            


    

     

    
      
        
        

      

      
        - 66
-

        
          

        

      

      
        
        

      

    

     

    Recovering
Finance Party for its proportion of any interest on the Sharing Payment which
that Recovering Finance Party is required to pay); and

     

    
      	
               
      

            	
              (b)

            	
              that
      Recovering Finance Party’s rights of subrogation in respect of any
      reimbursement shall be cancelled and the Borrower will be liable to the
      reimbursing Finance Party for the amount so
  reimbursed.

            


    

     

    
      	
              27.5

            	
              Exceptions

            


    

     

    
      	
               
      

            	
              (a)

            	
              This
      Clause 27 shall not apply to the extent that the Recovering Finance Party
      would not, after making any payment pursuant to this Clause, have a valid
      and enforceable claim against the
Borrower.

            


    

     

    
      	
               
      

            	
              (b)

            	
              A
      Recovering Finance Party is not obliged to share with any other Finance
      Party any amount which the Recovering Finance Party has received or
      recovered as a result of taking legal or arbitration proceedings,
      if:

            


    

     

    
      	
               
      

            	
              (i)

            	
              it
      notified that other Finance Party of the legal or arbitration proceedings;
      and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              that
      other Finance Party had an opportunity to participate in those legal or
      arbitration proceedings but did not do so as soon as reasonably
      practicable having received notice and did not take separate legal or
      arbitration proceedings.

            


    

     

     

     

     

    
      
        
        

      

      
        - 67
-

        
          

        

      

      
        
        

      

    

     

    ADMINISTRATION

     

    
      	
              28.

            	
              PAYMENT
      MECHANICS

            


    

     

    
      	
              28.1

            	
              Payments to the
      Agent

            


    

     

    On each
date on which the Borrower or a Lender is required to make a payment under a
Finance Document, the Borrower or Lender shall make the same available to the
Agent (unless a contrary indication appears in a Finance Document) for value on
the due date at the time and in such funds specified by the Agent as being
customary at the time for settlement of transactions in dollars in the place of
payment.

     

    
      	
              28.2

            	
              Distributions by the
      Agent

            


    

     

    Each
payment received by the Agent under the Finance Documents for another Party
shall, subject to Clause 28.3 (Distributions to an Obligor),
Clause 28.4 (Clawback)
and Clause 25.17 (Deduction
from amounts payable by the Agent) be made available by the Agent as soon
as practicable after receipt to the Party entitled to receive payment in
accordance with this Agreement (in the case of a Lender, for the account of its
Facility Office), to such account as that Party may notify to the Agent by not
less than five Business Days’ notice.

     

    
      	
              28.3

            	
              Distributions to the
    Borrower

            


    

     

    The Agent
may (with the consent of the Borrower or in accordance with Clause 29 (Set-off)) apply any amount
received by it for the Borrower in or towards payment (on the date and in the
currency and funds of receipt) of any amount due from the Borrower under the
Finance Documents or in or towards purchase of any amount of any currency to be
so applied.

     

    
      	
              28.4

            	
              Clawback

            


    

     

    
      	
               
      

            	
              (a)

            	
              Where
      a sum is to be paid to the Agent under the Finance Documents for another
      Party, the Agent is not obliged to pay that sum to that other Party (or to
      enter into or perform any related exchange contract) until it has been
      able to establish to its satisfaction that it has actually received that
      sum.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      the Agent pays an amount to another Party and it proves to be the case
      that the Agent had not actually received that amount, then the Party to
      whom that amount (or the proceeds of any related exchange contract) was
      paid by the Agent shall on demand refund the same to the Agent together
      with interest on that amount from the date of payment to the date of
      receipt by the Agent, calculated by the Agent to reflect its cost of
      funds.

            


    

     

    
      	
              28.5

            	
              Impaired
      Agent

            


    

     

    
      	
               
      

            	
              (a)

            	
              If,
      at any time, the Agent becomes an Impaired Agent, the Borrower or a Lender
      which is required to make a payment under the Finance Documents to the
      Agent in accordance with Clause  28.1 (Payments to the Agent)
      may instead either pay that amount direct to the required recipient or pay
      that amount to an interest-bearing account held with an Acceptable Bank
      within the meaning of paragraph (a) of the definition of “Acceptable Bank”
      and in 

            


    

     

    
      
        
        

      

      
        - 68
-

        
          

        

      

      
        
        

      

    

     

    relation
to which no Insolvency Event has occurred and is continuing, in the name of the
Borrower or the Lender making the payment and designated as a trust account for
the benefit of the Party or Parties beneficially entitled to that payment under
the Finance Documents.  In each case such payments must be made on the
due date for payment under the Finance Documents.

     

    
      	
               
      

            	
              (b)

            	
              All
      interest accrued on the amount standing to the credit of the trust account
      shall be for the benefit of the beneficiaries of that trust account pro
      rata to their respective
entitlements.

            


    

     

    
      	
               
      

            	
              (c)

            	
              A
      Party which has made a payment in accordance with this Clause 28.5 shall
      be discharged of the relevant payment obligation under the Finance
      Documents and shall not take any credit risk with respect to the amounts
      standing to the credit of the trust
account.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Promptly
      upon the appointment of a successor Agent in accordance with Clause 25.12
      (Replacement of the
      Agent), each Party which has made a payment to a trust account in
      accordance with this Clause 28.5 shall give all requisite instructions to
      the bank with whom the trust account is held to transfer the amount
      (together with any accrued interest) to the successor Agent for
      distribution in accordance with Clause  28.2 (Distributions by the
      Agent).

            


    

     

    
      	
              28.6

            	
              Partial
      payments

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      the Agent receives a payment that is insufficient to discharge all the
      amounts then due and payable by the Borrower under the Finance Documents,
      the Agent shall apply that payment towards the obligations of the Borrower
      under the Finance Documents in the following
  order:

            


    

     

    
      	
               
      

            	
              (i)

            	
              first, in or towards
      payment pro rata of any unpaid fees, costs and expenses of the Agent and
      the Arrangers under the Finance
Documents;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              secondly, in or towards
      payment pro rata of any accrued interest, fee or commission due but unpaid
      under this Agreement;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              thirdly, in or towards
      payment pro rata of any principal due but unpaid under this Agreement;
      and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              fourthly, in or towards
      payment pro rata of any other sum due but unpaid under the Finance
      Documents.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Agent shall, if so directed by the Majority Lenders, vary the order set
      out in paragraphs (a)(ii) to (iv)
above.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Paragraphs
      (a) and (b) above will override any appropriation made by the
      Borrower.

            


    

     

    
      	
              28.7

            	
              No set-off by the
      Borrower

            


    

     

    All
payments to be made by the Borrower under the Finance Documents shall be
calculated and be made without (and free and clear of any deduction for) set-off
or counterclaim.

     

    
      
        
        

      

      
        - 69
-

        
          

        

      

      
        
        

      

    

     

    
      	
              28.8

            	
              Business
      Days

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      payment which is due to be made on a day that is not a Business Day shall
      be made on the next Business Day in the same calendar month (if there is
      one) or the preceding Business Day (if there is
  not).

            


    

     

    
      	
               
      

            	
              (b)

            	
              During
      any extension of the due date for payment of any principal or Unpaid Sum
      under this Agreement interest is payable on the principal or Unpaid Sum at
      the rate payable on the original due
date.

            


    

     

    
      	
              28.9

            	
              Currency of
      account

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to paragraphs (b) to (e) below, dollars is the currency of account and
      payment for any sum due from the Borrower under any Finance
      Document.

            


    

     

    
      	
               
      

            	
              (b)

            	
              A
      repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid Sum shall
      be made in the currency in which that Loan or Unpaid Sum is denominated on
      its due date.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Each
      payment of interest shall be made in the currency in which the sum in
      respect of which the interest is payable was denominated when that
      interest accrued.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Each
      payment in respect of costs, expenses or Taxes shall be made in the
      currency in which the costs, expenses or Taxes are
    incurred.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Any
      amount expressed to be payable in a currency other than dollars shall be
      paid in that other currency.

            


    

     

    
      	
              29.

            	
              SET-OFF

            


    

     

    A Finance
Party may set off any matured obligation due from the Borrower under the Finance
Documents (to the extent beneficially owned by that Finance Party) against any
matured obligation owed by that Finance Party to the Borrower, regardless of the
place of payment, booking branch or currency of either obligation.  If
the obligations are in different currencies, the Finance Party may convert
either obligation at a market rate of exchange in its usual course of business
for the purpose of the set-off.

     

    
      	
              30.

            	
              NOTICES

            


    

     

    
      	
              30.1

            	
              Communications in
      writing

            


    

     

    Except as
otherwise provided in Clause 22 (Use of Websites), any
communication to be made under or in connection with the Finance Documents shall
be made in writing and, unless otherwise stated, may be made by fax, letter or
e-mail, provided that in the case of e-mail a copy of the communication is also
delivered to the Agent by fax or post.

     

    
      	
              30.2

            	
              Addresses

            


    

     

    The
address and fax number and e-mail address, if applicable, (and the department or
officer, if any, for whose attention the communication is to be made) of each
Party for 

     

    
      
        
        

      

      
        - 70
-

        
          

        

      

      
        
        

      

    

     

    any
communication or document to be made or delivered under or in connection with
the Finance Documents is:

     

    
      	
               
      

            	
              (a)

            	
              in
      the case of the Borrower, that identified with its name
    below;

            


    

     

    
      	
               
      

            	
              (b)

            	
              in
      the case of each Lender, that notified in writing to the Agent on or prior
      to the date on which it becomes a Party;
and

            


    

     

    
      	
               
      

            	
              (c)

            	
              in
      the case of the Agent, that identified with its name
  below,

            


    

     

    or any
substitute address, fax number, e-mail address or department or officer as the
Party may notify to the Agent (or the Agent may notify to the other Parties, if
a change is made by the Agent) by not less than five Business Days’
notice.

     

    
      	
              30.3

            	
              Delivery

            


    

     

    
      	
               
      

            	
              (a)

            	
              Except
      as otherwise provided in Clause 22 (Use of Websites), any
      communication or document made or delivered by one person to another under
      or in connection with the Finance Documents will only be
      effective:

            


    

     

    
      	
               
      

            	
              (i)

            	
              if
      by way of fax, when received in legible
form;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      by way of e-mail, when actually received in legible form and addressed in
      the manner specified by the recipient;
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              if
      by way of letter, when it has been left at the relevant address or five
      Business Days after being deposited in the post postage prepaid in an
      envelope addressed to it at that
address;

            


    

     

    and, if a
particular department or officer is specified as part of its address details
provided under Clause 30.2 (Addresses), if addressed to
that department or officer.

     

    
      	
               
      

            	
              (b)

            	
              Except
      as otherwise provided in Clause 22 (Use of Websites), any communication or
      document to be made or delivered to the Agent will be effective only when
      actually received by the Agent and then only if it is expressly marked for
      the attention of the department or officer identified with the Agent’s
      signature below (or any substitute department or officer as the Agent
      shall specify for this purpose).

            


    

     

    
      	
               
      

            	
              (c)

            	
              All
      notices from or to the Borrower shall be sent through the
      Agent.

            


    

     

    
      	
              30.4

            	
              Notification of address and fax
      number

            


    

     

    Promptly
upon receipt of notification of an address and fax number or change of address
or fax number pursuant to Clause 30.2 (Addresses) or changing its
own address or fax number, the Agent shall notify the other
Parties.

     

    
      	
              30.5

            	
              Communication when Agent is
      Impaired Agent

            


    

     

    If the
Agent is an Impaired Agent the Parties may, instead of communicating with each
other through the Agent, communicate with each other directly and (while the


     

    
      
        
        

      

      
        - 71
-

        
          

        

      

      
        
        

      

    

     

    Agent is
an Impaired Agent) all the provisions of the Finance Documents which require
communications to be made or notices to be given to or by the Agent shall be
varied so that communications may be made and notices given to or by the
relevant Parties directly.  This provision shall not operate after a
replacement Agent has been appointed.

     

    
      	
              30.6

            	
              Electronic
      communication

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      communication to be made between the Agent and a Lender under or in
      connection with the Finance Documents may be made by electronic mail or
      other electronic means, if the Agent and the relevant
    Lender:

            


    

     

    
      	
               
      

            	
              (i)

            	
              agree
      that, unless and until notified to the contrary, this is to be an accepted
      form of communication;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              notify
      each other in writing of their electronic mail address and/or any other
      information required to enable the sending and receipt of information by
      that means; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              notify
      each other of any change to their address or any other such information
      supplied by them.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      electronic communication made between the Agent and a Lender will be
      effective only when actually received in readable form and in the case of
      any electronic communication made by a Lender to the Agent only if it is
      addressed in such a manner as the Agent shall specify for this
      purpose.

            


    

     

    
      	
              30.7

            	
              English
      language

            


    

     

    
      	
               
      

            	
              (a)

            	
              Any
      notice given under or in connection with any Finance Document must be in
      English.

            


    

     

    
      	
               
      

            	
              (b)

            	
              All
      other documents provided under or in connection with any Finance Document
      must be:

            


    

     

    
      	
               
      

            	
              (i)

            	
              in
      English; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      not in English, and if so required by the Agent, accompanied by a
      certified English translation and, in this case, the English translation
      will prevail unless the document is a constitutional, statutory or other
      official document.

            


    

     

    
      	
              31.

            	
              CALCULATIONS AND
      CERTIFICATES

            


    

     

    
      	
              31.1

            	
              Accounts

            


    

     

    In any
litigation or arbitration proceedings arising out of or in connection with a
Finance Document, the entries made in the accounts maintained by a Finance Party
are prima facie
evidence of the matters to which they relate.

     

    
      
        
        

      

      
        - 72
-

        
          

        

      

      
        
        

      

    

     

    
      	
              31.2

            	
              Certificates and
      Determinations

            


    

     

    Any
certification or determination by a Finance Party of a rate or amount under any
Finance Document is, in the absence of manifest error, conclusive evidence of
the matters to which it relates.

     

    
      	
              31.3

            	
              Day count
      convention

            


    

     

    Any
interest, commission or fee accruing under a Finance Document will accrue from
day to day and is calculated on the basis of the actual number of days elapsed
and a year of 360 days or, in any case where the practice in the London
interbank market differs, in accordance with that market practice.

     

    
      	
              32.

            	
              PARTIAL
      INVALIDITY

            


    

     

    If, at
any time, any provision of the Finance Documents is or becomes illegal, invalid
or unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired.

     

    
      	
              33.

            	
              REMEDIES AND
      WAIVERS

            


    

     

    No
failure to exercise, nor any delay in exercising, on the part of any Finance
Party, any right or remedy under the Finance Documents shall operate as a
waiver, nor shall any single or partial exercise of any right or remedy prevent
any further or other exercise or the exercise of any other right or
remedy.  The rights and remedies provided in this Agreement are
cumulative and not exclusive of any rights or remedies provided by
law.

     

    
      	
              34.

            	
              AMENDMENTS AND
      WAIVERS

            


    

     

    
      	
              34.1

            	
              Required
      consents

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to Clause 34.2 (Exceptions) any term of
      this Agreement may be amended or waived only with the consent of the
      Majority Lenders and the Borrower and any such amendment or waiver will be
      binding on all Parties.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Agent may effect, on behalf of any Finance Party, any amendment or waiver
      permitted by this Clause.

            


    

     

    
      	
              34.2

            	
              Exceptions

            


    

     

    
      	
               
      

            	
              (a)

            	
              An
      amendment or waiver that has the effect of changing or which relates
      to:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      definition of “Majority Lenders” in Clause 1.1 (Definitions);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              an
      extension to the date of payment of any amount under this
      Agreement;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      reduction in the Applicable Margin or a reduction in the amount of any
      payment of principal, interest, fees or commission
  payable;

            


    

     

    
      
        
        

      

      
        - 73
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (iv)

            	
              an
      increase in or an extension of any
Commitment;

            


    

     

    
      	
               
      

            	
              (v)

            	
              a
      change to the Borrower;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              any
      provision which expressly requires the consent of all the
      Lenders;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              Clause
      2.2 (Finance Parties’
      rights and obligations), Clause 19.5 (Merger), Clause 23
      (Changes to the
      Lenders) or this Clause 34;
or

            


    

     

    
      	
               
      

            	
              (viii)

            	
              Any
      release of the Parent Guarantee or change to the Guarantor (as defined
      therein),

            


    

     

    shall not
be made without the prior consent of all the Lenders.

     

    
      	
               
      

            	
              (b)

            	
              An
      amendment or waiver which relates to the rights or obligations of the
      Agent or the Arrangers may not be effected without the consent of the
      Agent or the Arrangers.

            


    

     

    
      	
              34.3

            	
              Disenfranchisement of
      Defaulting Lenders

            


    

     

    
      	
               
      

            	
              (a)

            	
              For
      so long as a Defaulting Lender has any Commitment or participations in the
      Loans, in ascertaining whether Majority Lenders approval has been obtained
      for any request for a consent, waiver, amendment or other vote under the
      Finance Documents, that Defaulting Lender’s Available Commitment shall be
      disregarded; provided that a Defaulting Lender’s consent will still be
      required where any consent, waiver, amendment or other vote under the
      Finance Documents expressly requires the consent of all
      Lenders.

            


    

     

    
      	
               
      

            	
              (b)

            	
              For
      the purposes of this Clause 34.3 (Disenfranchisement of
      Defaulting Lenders), the Agent may assume that the following
      Lenders are Defaulting Lenders:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      Lender which has notified the Agent that it has become a Defaulting
      Lender;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      Lender in relation to which it is aware that any of the events or
      circumstances referred to in paragraphs (a) or (b) of the definition of
      “Defaulting Lender” has occurred,

            


    

     

    unless it
has received notice to the contrary from the Lender concerned (together with any
supporting evidence reasonably requested by the Agent) or the Agent is otherwise
aware that the Lender has ceased to be a Defaulting Lender.

     

    
      	
              34.4

            	
              Replacement of a Defaulting
      Lender

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Borrower may, at any time a Lender has become and continues to be a
      Defaulting Lender, by giving at least 5 Business Days’ prior written
      notice to the Agent and such
Lender:

            


    

     

    
      
        
        

      

      
        - 74
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (i)

            	
              replace
      such Lender by requiring such Lender to (and such Lender shall) transfer
      pursuant to Clause ‎23 (Changes to the Lenders)
      all (and not part only) of its rights and obligations under this
      Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              require
      such Lender to (and such Lender shall) transfer pursuant to Clause ‎23 (Changes to the Lenders)
      all (and not part only) of the undrawn Commitment of the Lender;
      or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              require
      such Lender to (and such Lender shall) transfer pursuant to Clause ‎23 (Changes to the Lenders)
      all (and not part only) of its rights and obligations in respect of the
      Facility,

            


    

     

    to a
Lender or other bank, financial institution, trust, fund or other entity (a
“Replacement Lender”)
selected by the Borrower, and which (unless the Agent is an Impaired Agent) is
acceptable to the Agent (acting reasonably), which confirms its willingness to
assume and does assume all the obligations or all the relevant obligations of
the transferring Lender (including the assumption of the transferring Lender’s
participations or unfunded participations (as the case may be) on the same basis
as the transferring Lender) for a purchase price in cash payable at the time of
transfer equal to the outstanding principal amount of each Lender’s
participation in the outstanding Utilisations and all accrued interest, Break
Costs and other amounts payable in relation thereto under the Finance
Documents.

     

    
      	
               
      

            	
              (b)

            	
              Any
      transfer of rights and obligations of a Defaulting Lender pursuant to this
      Clause shall be subject to the following
  conditions:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Borrower shall have no right to replace the
  Agent;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Defaulting Lender shall not have any obligation to the Borrower to find a
      Replacement Lender;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      transfer must take place no later than 15 Business Days after the notice
      referred to in paragraph (a) above;
and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              in
      no event shall the Defaulting Lender be required to pay or surrender to
      the Replacement Lender any of the fees received by the Defaulting Lender
      pursuant to the Finance Documents.

            


    

     

    
      	
              35.

            	
              COUNTERPARTS

            


    

     

    Each
Finance Document may be executed in any number of counterparts, and this has the
same effect as if the signatures on the counterparts were on a single copy of
the Finance Document.

     

     

    
      
        
        

      

      
        - 75
-

        
          

        

      

      
        
        

      

    

     

    GOVERNING
LAW AND ENFORCEMENT

     

    
      	
              36.

            	
              GOVERNING
      LAW

            


    

     

    This
Agreement and all non-contractual obligations arising out of or in connection
with this Agreement are governed by English law.

     

    
      	
              37.

            	
              ENFORCEMENT

            


    

     

    
      	
              37.1

            	
              Jurisdiction

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      courts of England have exclusive jurisdiction to settle any dispute
      arising out of or in connection with this Agreement (including a dispute
      regarding the existence, validity or termination of this Agreement or the
      consequences of its nullity) or any non-contractual obligations arising
      out of or in connection with this Agreement (a
  “Dispute”).

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Parties agree that the courts of England are the most
      appropriate  and convenient courts to settle Disputes and
      accordingly no Party will argue to the
contrary.

            


    

     

    
      	
               
      

            	
              (c)

            	
              This
      Clause 37.1 is for the benefit of the Finance Parties only.  As
      a result, no Finance Party shall be prevented from taking proceedings
      relating to a Dispute in any other courts with jurisdiction.  To
      the extent allowed by law, the Finance Parties may take concurrent
      proceedings in any number of
jurisdictions.

            


    

     

    
      	
              37.2

            	
              Service of
      process

            


    

     

    Without
prejudice to any other mode of service allowed under any relevant law, the
Borrower:

     

    
      	
               
      

            	
              (a)

            	
              irrevocably
      appoints Bunge Corporation Limited, (Company Number 03132265, Room 113, 65
      London Wall, London EC2M 5TU) as its agent for service of process in
      relation to any proceedings before the English courts in connection with
      any Finance Document; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              agrees
      that failure by a process agent to notify the Borrower of the process will
      not invalidate the proceedings
concerned.

            


    

     

    This
Agreement has been entered into on the date stated at the beginning of this
Agreement.

     

    


     

    
      
        
        

      

      
        - 76
-

        
          

        

      

      
        
        

      

       

    

    SCHEDULE
1

    APPLICABLE
MARGIN

     

    
      	
              1.

            	
              The
      Applicable Margin is 2.00 per cent. per annum
  unless:

            


    

     

    
      	
               
      

            	
              (a)

            	
              an
      Event of Default has occurred and is continuing and/or the certificate
      required to be delivered under Clause 18.7 has not been delivered, in
      which case the Applicable Margin shall be 3.75 per cent. per annum;
      or

            


    

     

    
      	
               
      

            	
              (b)

            	
              Moody’s
      are publishing an Applicable Moody’s Rating and/or S&P are publishing
      an Applicable S&P Rating, in which case the Applicable Margin is the
      percentage rate per annum that corresponds to that rating, as in effect
      from time to time as set out in the following
  table:

            


    

     

    
      	
              Applicable
      S&P Rating

            	
              Applicable
      Moody’s Rating

            	
              Applicable
      Margin

              (%
      per annum)

            
	
              BBB+
      or above

            	
              Baa1
      or above

            	
              1.50

            
	
              BBB

            	
              Baa2

            	
              1.75

            
	
              BBB-

            	
              Baa3

            	
              2.25

            
	
              BB+

            	
              Ba1

            	
              3.00

            
	
              BB
      or lower

            	
              Ba2
      or lower

            	
              3.75

            


    

     

    


    provided that if (i) paragraph
(a) above applies, and/or (ii) neither an Applicable Moody’s Rating nor an
Applicable S&P Rating is available, the Applicable Margin shall be 3.75 per
cent. per annum.

     

    
      	
              2.

            	
              If
      the Applicable Moody’s Rating and the Applicable S&P Rating appear on
      different lines of the table at Clause 1 of this Schedule, the Applicable
      Margin will be determined as
follows:

            


    

     

    
      	
               
      

            	
              (a)

            	
              if
      there is a split Rating of one notch, the Applicable Margin shall be the
      average of the Applicable Margin of the two
  notches;

            


    

     

    
      	
               
      

            	
              (b)

            	
              if
      there is a split Rating of two notches, the Applicable Margin shall be the
      Applicable Margin for the intermediate
notch;

            


    

     

    
      	
               
      

            	
              (c)

            	
              if
      only one of the Rating Agencies has provided an Applicable Rating then the
      Applicable Margin shall be calculated by assuming that the Rating Agency
      that did not provide an Applicable Rating would provide an Applicable
      Rating two notches below the Applicable Rating that was
      provided.

            


    

     

    
      	
              3.

            	
              Any
      change to the Applicable Margin shall take effect on the first Business
      Day after the announcement of the change in rating by the relevant Rating
      Agency.

            


    

     

    
      
        
        

      

      
        - 77
-

        
          

        

      

      
        
        

      

    

     

    
      	
              4.

            	
              If
      the long term unsecured debt ratings service provided by S&P or
      Moody’s ceases to be available, the Agent can, after consultation with the
      Borrower and the Lenders, specify an alternative provider of an equivalent
      service for the purposes of calculating the Applicable
    Margin.

            


    

     

     

     

     

     

    
 

    
      
        
        

      

      
        - 78
-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
2

    THE
ORIGINAL LENDERS

     

    
      	
              Name
      of Original Lender

            	
              Commitment

              US$

            
	
              BNP
      Paribas

            	
              25,000,000

            
	
              Calyon
      New York Branch

            	
              25,000,000

            
	
              Coöperatieve
      Centrale Raiffeisen-Boerenleenbank B.A.

            	
              25,000,000

            
	
              Fortis
      Bank (Nederland) N.V.

            	
              25,000,000

            
	
              ING
      Bank N.V.

            	
              25,000,000

            
	
              Lloyds
      TSB Bank plc

            	
              25,000,000

            
	
              Société
      Générale

            	
              25,000,000

            
	
              Standard
      Chartered Bank

            	
              25,000,000

            
	
              The
      Royal Bank of Scotland plc

            	
              25,000,000

            
	
              Akbank
      AG

            	
              20,000,000

            
	
              Banco
      Santander SA., New York Branch

            	
              20,000,000

            
	
              Credit
      Suisse AG, Cayman Islands Branch

            	
              20,000,000

            
	
              DBS
      Bank Ltd.

            	
              20,000,000

            
	
              Europe
      Arab Bank plc

            	
              20,000,000

            
	
              HSBC
      Bank Plc

            	
              20,000,000

            
	
              National
      Australia Bank Limited ABN 12 004 044 937

            	
              20,000,000

            
	
              NATIXIS

            	
              20,000,000

            
	
              State
      Bank of India, Los Angeles Agency

            	
              20,000,000

            
	
              The
      Bank of Tokyo-Mitsubishi UFJ, Ltd.

            	
              20,000,000

            
	
              Zurich
      Cantonalbank

            	
              20,000,000

            
	
              Mizuho
      Corporate Bank, Ltd.

            	
              15,000,000

            
	
              Commerzbank
      Aktiengesellschaft, London Branch

            	
              15,000,000

            
	
              ICBC
      (London) Limited

            	
              15,000,000

            


       

      
        
          
          

        

        
          - 79
-

          
            

          

        

        
          
          

        

      

       

      
        	
                KBC
      Bank N.V.

              	
                15,000,000

              
	
                Bayerische
      Hypo- und Vereinsbank AG

              	
                15,000,000

              
	
                Intesa
      Sanpaolo Bank Ireland plc

              	
                15,000,000

              
	
                Union
      de Banques Arabes et Françaises - U.B.A.F

              	
                15,000,000

              
	
                Banco
      Espirito Santo, S.A.

              	
                12,000,000

              
	
                BHF-BANK
      Aktiengesellschaft

              	
                10,000,000

              
	
                Israel
      Discount Bank of New York

              	
                10,000,000

              
	
                National
      Bank of Greece S.A.

              	
                10,000,000

              
	
                Banque
      Espírito Santo et de la Vénétie S.A.

              	
                8,000,000

              
	
                TOTAL:

              	
                600,000,000

              


      

    

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        - 80
-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
3

    CONDITIONS
PRECEDENT

     

    Conditions
precedent to initial Utilisation

     

    
      	
              1.

            	
              Obligors

            


    

     

    
      	
               
      

            	
              (a)

            	
              A
      copy of the constitutional documents of each Obligor or, in the case of
      the Borrower, a copy of the articles of association (statuten) and deed of
      incorporation (oprichtingsakte) as
      well as an extract (uittreksel) from the relevant
      Chamber of Commerce (Kamer van Koophandel)
      of the Borrower.

            


    

     

    
      	
               
      

            	
              (b)

            	
              A
      copy of a resolution of the board of directors of each
      Obligor:

            


    

     

    
      	
               
      

            	
              (i)

            	
              approving
      the terms of, and the transactions contemplated by, the Finance Documents
      to which it is a party and resolving that it execute the Finance Documents
      to which it is a party;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              authorising
      a specified person or persons to execute the Finance Documents to which it
      is a party on its behalf; and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              authorising
      a specified person or persons, on its behalf, to sign and/or despatch all
      documents and notices (including, if relevant, any Utilisation Request) to
      be signed and/or despatched by it under or in connection with the Finance
      Documents to which it is a party.

            


    

     

    
      	
               
      

            	
              (c)

            	
              A
      copy of the resolution of the general meeting of shareholders (algemene vergadering van
      aandeelhouders) of the Borrower approving the resolutions of the
      board of managing directors referred to under (b) above and appointing an
      authorised person to represent the Borrower in case of a conflict of
      interest.

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      applicable, a copy of the resolution of the board of supervisory directors
      (raad van
      commissarissen) of the Borrower approving the resolutions of the
      board of managing directors referred to under (b)
  above.

            


    

     

    
      	
               
      

            	
              (e)

            	
              If
      applicable, a copy of (i) the request for advice from each (central or
      European) works council (centrale of Europese) ondernemingsraad) with
      jurisdiction over the transactions contemplated by this Agreement and (ii)
      the positive advice from such works council which contains no condition,
      which if complied with, could result in a breach of any of the Finance
      Documents.

            


    

     

    
      	
               
      

            	
              (f)

            	
              A
      specimen of the signature of each person authorised by the resolution
      referred to in paragraph (b) above in relation to the Finance Documents
      and such other evidence as may be required to ensure that the Finance
      Parties are in compliance with the Wet Identificatie Financiële
      Dienstverlening.

            


    

     

    
      	
               
      

            	
              (g)

            	
              A
      certificate of each Obligor (signed by a Responsible Officer) confirming
      that borrowing or guaranteeing, as appropriate, the Total Commitments
      would not violate any borrowing or, guaranteeing limit set forth in any
      Contractual Obligation or Requirement of Law binding on the respective
      Obligor.

            


    

     

    
      
        
        

      

      
        - 81
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (h)

            	
              A
      certificate of an authorised signatory of the Obligor certifying that each
      copy document relating to it specified in this Schedule 3 is correct,
      complete and in full force and effect as at a date no earlier than the
      date of this Agreement.

            


    

     

    
      	
              2.

            	
              Legal
      opinions

            


    

     

    
      	
               
      

            	
              (a)

            	
              A
      legal opinion of Clifford Chance LLP legal advisers to the Arrangers and
      the Agent, opining, notably to the validity under English law of the
      obligations of the Borrower under this
  Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              A
      legal opinion of Clifford Chance LLP legal advisers to the Arrangers and
      the Agent as to matters of Dutch law, opining notably as to (i) the
      capacity of the Borrower to enter into and perform its obligations under
      the Finance Documents, (ii) the recognition under Dutch law of the
      validity of such obligations of the Borrower under this Agreement and
      (iii) the recognition and enforcement in The Netherlands of any judgement
      rendered against the Borrower pursuant to the jurisdiction provisions of
      the Financing Documents.

            


    

     

    
      	
               
      

            	
              (c)

            	
              A
      legal opinion of Conyers Dill & Pearman as to matters of Bermuda law,
      opining notably as to (i) the capacity of the Parent to enter into and
      perform its obligations under the Parent Guarantee, (ii) the recognition
      under Bermuda law of the validity of such obligations and the choice of
      law expressed in the Parent Guarantee and (iii) the recognition and
      enforcement in Bermuda of any judgement rendered against the Parent
      pursuant to the jurisdiction provisions of the Parent
      Guarantee.

            


    

     

    
      	
               
      

            	
              (d)

            	
              A
      legal opinion of Reed Smith LLP, legal advisor to the Parent as to matters
      of New York law, opining notably as to the validity under New York law of
      the obligations of the Parent under the Parent
  Guarantee.

            


    

     

    
      	
               
      

            	
              (e)

            	
              A
      legal opinion of Reed Smith LLP, legal advisor to the Borrower opining
      notably as to the enforceability of the Transaction
    Documents.

            


    

     

    
      	
              3.

            	
              Other documents and
      evidence

            


    

     

    
      	
               
      

            	
              (a)

            	
              One
      signed original of the Parent
Guarantee.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Delivery
      of a copy of each of the Transaction
Documents.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Evidence
      that any process agent referred to in Clause 37.2 (Service of process),
      has accepted its appointment.

            


    

     

    
      	
               
      

            	
              (d)

            	
              A
      certificate of the Parent confirming the prevalent Ratings in respect of
      the Parent on the day of this
Agreement.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      latest annual consolidated audited and certified financial statements of
      the Parent.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Evidence
      that the 2006 Facility has been, or will have been on or by the first
      Utilisation date, unconditionally paid and cancelled in
    full.

            


    

     

    
      
        
        

      

      
        - 82
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (g)

            	
              Evidence
      that the fees, costs and expenses then due from the Borrower pursuant to
      Clause 11 (Fees)
      and Clause 16 (Costs and
      expenses) have been paid or will be paid by the first Utilisation
      Date.

            


    

     

    
      	
               
      

            	
              (h)

            	
              A
      copy of any other document, authorisation, opinion or assurance reasonably
      requested by the Agent.

            


    

     

     

     

    
 

    
      
        
        

      

      
        - 83
-

        
          

        

      

      
        
        

      

    

     

    
      SCHEDULE
4

      UTILISATION
REQUEST

       

      
        	
                From:

              	
                Bunge
      Finance Europe B.V. as Borrower

              


      

       

      
        	
                To:

              	
                Fortis
      Bank (Nederland) N.V. as Agent

              


      

       

      Dated:

       

      Dear
Sirs

       

      We
refer to the revolving facility agreement (the “Agreement”) dated [·], 2009
and made between, Bunge Finance Europe B.V., as Borrower, the Arrangers named
therein, the Agent and certain Lenders named therein.

       

      
        	
                1.

              	
                This
      is a Utilisation Request.  Terms defined in the Agreement have
      the same meaning in this Utilisation Request unless given a different
      meaning in this Utilisation
Request.

              


      

       

      
        	
                2.

              	
                We
      wish to borrow a Loan on the following
terms:

              


      

       

      
        	
                Proposed
      Utilisation Date:

              	
                [     ]
      (or, if that is not a Business Day, the next Business
  Day)

              
	 
      	 
      
	
                Amount:

              	
                [     ]
      or, if less, the Available Facility

              
	 
      	 
      
	
                Interest
      Period:

              	
                [     ]

              
	 
      	 
      


      

       

      
        	
                3.

              	
                We
      confirm that each condition specified in Clause 4.2 (Further conditions
      precedent) is satisfied on the date of this Utilisation
      Request.

              


      

       

      
        	
                4.

              	
                The
      proceeds of this Loan should be credited to [account].

              


      

       

      
        	
                5.

              	
                This
      Utilisation Request is irrevocable.

              


      

       

      Yours
faithfully

      


      


      .......................................

      authorised
signatory for
Bunge
Finance Europe B.V.

      


       

      
        
          
          

        

        
          - 84
-

          
            

          

        

        
          
          

        

      

       

    

    SCHEDULE
5

    MANDATORY
COST FORMULAE

     

    
      	
              1.

            	
              The
      Mandatory Cost is an addition to the interest rate to compensate Lenders
      for the cost of compliance with (a) the requirements of the Bank of
      England and/or the Financial Services Authority (or, in either case, any
      other authority which replaces all or any of its functions), (b) the
      requirements of the European Central Bank, or (c) the requirements of the
      Swiss Banking Code Commission and/ or the Swiss National
    Bank.

            


    

     

    
      	
              2.

            	
              On
      the first day of each Interest Period (or as soon as possible thereafter)
      the Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate”)
      for each Lender, in accordance with the paragraphs set out
      below.  The Mandatory Cost will be calculated by the Agent as a
      weighted average of the Lenders’ Additional Cost Rates (weighted in
      proportion to the percentage participation of each Lender in the relevant
      Loan) and will be expressed as a percentage rate per
  annum.

            


    

     

    
      	
              3.

            	
              The
      Additional Cost Rate for any Lender lending from a Facility Office in a
      Participating Member State will be the percentage notified by that Lender
      to the Agent.  This percentage will be certified by that Lender
      in its notice to the Agent to be its reasonable determination of the cost
      (expressed as a percentage of that Lender’s participation in all Loans
      made from that Facility Office) of complying with the minimum reserve
      requirements of the European Central Bank or, as the case may be, the
      Swiss Banking Code Commission and/or the Swiss National Bank in respect of
      loans made from that Facility
Office.

            


    

     

    
      	
              4.

            	
              The
      Additional Cost Rate for any Lender lending from a Facility Office in the
      United Kingdom will be calculated by the Agent as
  follows:

            


    

     

    
      
        	 
      	
                Ε
       ́
      0.01

              	
                  per
      cent. per annum.

              
	 
      	
                300

              


      

       

    

    Where:

    E is designed to compensate
Lenders for amounts payable under the Fees Rules and is calculated by the Agent
as being the average of the most recent rates of charge supplied by the
Reference Banks to the Agent pursuant to paragraph 6 below and expressed in
pounds per £1,000,000.

     

    
      	
              5.

            	
              For
      the purposes of this Schedule:

            


    

     

    
      	
               
      

            	
              (a)

            	
              “Fees Rules” means the
      rules on periodic fees contained in the FSA Supervision Manual or such
      other law or regulation as may be in force from time to time in respect of
      the payment of fees for the acceptance of
  deposits;

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Fee Tariffs” means the
      fee tariffs specified in the Fees Rules under the activity group A.1
      Deposit acceptors (ignoring any minimum fee or zero rated fee required
      pursuant to the Fees Rules but taking into account any applicable discount
      rate);

            


    

     

    
      	
               
      

            	
              (c)

            	
              “Tariff Base” has the
      meaning given to it in, and will be calculated in accordance with, the
      Fees Rules; and

            


    

     

    
      
        
        

      

      
        - 85
-

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (d)

            	
              “Participating Member
      State” means any member state of the European Communities that
      adopts or has adopted the euro as its lawful currency in accordance with
      legislation of the European Community relating to Economic and Monetary
      Union.

            


    

     

    
      	
              6.

            	
              If
      requested by the Agent, each Reference Bank shall, as soon as practicable
      after publication by the Financial Services Authority, supply to the
      Agent, the rate of charge payable by that Reference Bank to the Financial
      Services Authority pursuant to the Fees Rules in respect of the relevant
      financial year of the Financial Services Authority (calculated for this
      purpose by that Reference Bank as being the average of the Fee Tariffs
      applicable to that Reference Bank for that financial year) and expressed
      in pounds per £1,000,000 of the Tariff Base of that Reference
      Bank.

            


    

     

    
      	
              7.

            	
              Each
      Lender shall supply any information required by the Agent for the purpose
      of calculating its Additional Cost Rate.  In particular, but
      without limitation, each Lender shall supply the following information on
      or prior to the date on which it becomes a
  Lender:

            


    

     

    
      	
               
      

            	
              (a)

            	
              the
      jurisdiction of its Facility Office;
and

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      other information that the Agent may reasonably require for such
      purpose.

            


    

     

    Each
Lender shall promptly notify the Agent of any change to the information provided
by it pursuant to this paragraph.

     

    
      	
              8.

            	
              The
      rates of charge of each Reference Bank for the purpose of E above shall be
      determined by the Agent based upon the information supplied to it pursuant
      to paragraphs 6 and 7 above.

            


    

     

    
      	
              9.

            	
              The
      Agent shall have no liability to any person if such determination results
      in an Additional Cost Rate which over or under compensates any Lender and
      shall be entitled to assume that the information provided by any Lender or
      Reference Bank pursuant to paragraphs 3, 6 and 7 above is true and correct
      in all respects.

            


    

     

    
      	
              10.

            	
              The
      Agent shall distribute the additional amounts received as a result of the
      Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for
      each Lender based on the information provided by each Lender and each
      Reference Bank pursuant to paragraphs 3, 6 and 7
  above.

            


    

     

    
      	
              11.

            	
              Any
      determination by the Agent pursuant to this Schedule in relation to a
      formula, the Mandatory Cost, an Additional Cost Rate or any amount payable
      to a Lender shall, in the absence of manifest error, be conclusive and
      binding on all Parties.

            


    

     

    
      	
              12.

            	
              The
      Agent may from time to time, after consultation with the Borrower and the
      Lenders, determine and notify to all Parties any amendments which are
      required to be made to this Schedule in order to comply with any change in
      law, regulation or any requirements from time to time imposed by the Bank
      of England, the Financial Services Authority, the European Central Bank,
      the Swiss Banking Code Commission and/ or the Swiss National Bank (or, in
      any case, any other authority which replaces all or any of its functions)
      and any such determination shall, in the absence of manifest error, be
      conclusive and binding on all
Parties.

            


    

     

    
      
        
        

      

      
        - 86
-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
6

    FORM
OF TRANSFER CERTIFICATE

     

     

    
      
        	
                To:

              	
                Fortis
      Bank (Nederland) N.V. as Agent

              


      

       

      From:     [The Existing Lender] (the
“Existing Lender”) and
[The New Lender] (the
“New
Lender”)

    

     

    Dated:

     

    We
refer to the revolving facility agreement (the “Agreement”) dated [·], 2009 between Bunge
Finance Europe B.V., as Borrower, the Arrangers named therein, the Agent and
certain Lenders named therein.

     

    
      	
              1.

            	
              This
      is a Transfer Certificate.  Terms defined in the Agreement have
      the same meaning in this Transfer Certificate unless given a different
      meaning in this Transfer
Certificate.

            


    

     

    
      	
              2.

            	
              We
      refer to Clause 23.5 (Procedure for
      transfer):

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Existing Lender and the New Lender agree to the Existing Lender
      transferring to the New Lender by novation all or part of the Existing
      Lender’s Commitment, rights and obligations referred to in the Schedule in
      accordance with Clause 23.5 (Procedure for
      transfer).

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      proposed Transfer Date is
      [      ].

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Facility Office and address, fax number and attention details for notices
      of the New Lender for the purposes of Clause 30.2 (Addresses) are set out
      in the Schedule.

            


    

     

    
      	
              3.

            	
              The
      New Lender expressly acknowledges the limitations on the Existing Lender’s
      obligations set out in paragraph (c) of Clause 23.4 (Limitation of responsibility
      of Existing Lenders).

            


    

     

    
      	
              4.

            	
              This
      Transfer Certificate may be executed in any number of counterparts and
      this has the same effect as if the signatures on the counterparts were on
      a single copy of this Transfer
Certificate.

            


    

     

    
      	
              5.

            	
              This
      Transfer Certificate and any non-contractual obligations arising out of or
      in connection with it are governed by English
  law.

            


    

     

    THE
SCHEDULE

     

    Commitment/rights
and obligations to be transferred

     

    [insert relevant
details]

    [Facility Office address, fax number
and attention details for notices and account details for
payments,]

     

    
      	
              [Existing
      Lender]

            	
              [New
      Lender]

            
	 	 


       

      
        
          
          

        

        
          - 87
-

          
            

          

        

        
          
          

        

      

       

      	
              By:

            	
              By

            
	 	 
	
              This
      Transfer Certificate is accepted by the Agent and the Transfer Date is
      confirmed as
      [           ].

            
	 
	
              Fortis
      Bank (Nederland) N.V.

            	 
      


    

     

    


     

    By:

     

    


     

    WARNING
NOTE: PLEASE ENSURE THAT THE AMOUNT TRANSFERRED BY ONE LENDER TO ANOTHER LENDER
IN RELATION TO A LOAN OR A COMMITMENT IS AT LEAST THE US$ EQUIVALENT OF EUR
50,000.  OTHERWISE, INSERT A CONFIRMATION BY THE NEW LENDER WHO LENDS
TO THE BORROWER THAT THE NEW LENDER IS A ‘PROFESSIONAL MARKET PARTY’ WITHIN THE
MEANING OF THE DUTCH FSA.

     

     

     

    
      
        
        

      

      
        - 88
-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
7

    TIMETABLES

     

    
      	 
      	
              Loans
      in dollars

            
	
              Delivery
      of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation
      Request)

            	
              U-3

              10.00
      am

            
	 	 
	
              Agent
      notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’
      participation)

            	
              U-3

              3.00
      pm

            
	 	 
	
              LIBOR

            	
              Quotation
      Day as of 11:00 a.m. London time

            


    

     

    


     

    “U” =
date of utilisation

     

    “U - X” =
X Business Days prior to date of utilisation

     

    


    
      
        
        

      

      
        - 89
-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
8

    FORM
OF CONFIDENTIALITY UNDERTAKING

     

    [Letterhead
of Lender]

     

    
      
        	
                To:

              	
                [·]

              	 
      
	 
      	 
      	 
      
	
                Re:

              	
                The
      Facility

              	 
      
	 
      	 
      	 
      
	
                Borrower:

              	
                BUNGE
      FINANCE EUROPE B.V.

              	 
      
	 
      	 
      	 
      
	
                Amount:

              	
                [·]

              	 
      
	 
      	 
      	 
      
	
                Agent:

              	
                Fortis
      Bank (Nederland) N.V.

              	 
      
	 
      	 
      	 
      


      

    

     

    Dear
Sirs

     

    We
understand that you are considering participating in the Facility. In
consideration of us agreeing to make available to you certain information, by
your signature of a copy of this letter you agree as follows:

     

    
      	
              1.

            	
              Confidentiality
      Undertaking You undertake:

            


    

     

    
      	
               
      

            	
              (a)

            	
              to
      keep the Confidential Information confidential and not to disclose it to
      anyone except as provided for by paragraph 2 below and to ensure that the
      Confidential Information is protected with security measures and a degree
      of care that would apply to your own confidential
    information;

            


    

     

    
      	
               
      

            	
              (b)

            	
              to
      keep confidential and not disclose to anyone the fact that the
      Confidential Information has been made available or that discussions or
      negotiations are taking place or have taken place between us in connection
      with the Facility;

            


    

     

    
      	
               
      

            	
              (c)

            	
              to
      use the Confidential Information only for the Permitted
      Purpose;

            


    

     

    
      	
               
      

            	
              (d)

            	
              to
      use all reasonable endeavours to ensure that any person to whom you pass
      any Confidential Information (unless disclosed under paragraph 2(b) below)
      acknowledges and complies with the provisions of this letter as if that
      person were also a party to it; and

            


    

     

    
      	
               
      

            	
              (e)

            	
              not
      to make enquiries of any member of the Group or any of their officers,
      directors, employees or professional advisers relating directly or
      indirectly to the Facility.

            


    

     

    
      	
              2.

            	
              Permitted Disclosure We
      agree that you may disclose Confidential
  Information:

            


    

     

    
      	
               
      

            	
              (a)

            	
              to
      members of the Participant Group and their officers, directors, employees
      and professional advisers to the extent necessary for the Permitted
      Purpose and to any auditors of members of the Participant
      Group;

            


    

     

    
      	
               
      

            	
              (b)

            	
              (i)
      where requested or required by any court of competent jurisdiction or any
      competent judicial, governmental, supervisory or regulatory body, (ii)
      where 

            


    

     

    
      
        
        

      

      
        - 90
-

        
          

        

      

      
        
        

      

    

     

    required
by the rules of any stock exchange on which the shares or other securities of
any member of the Participant Group are listed or (iii) where required by the
laws or regulations of any country with jurisdiction over the affairs of any
member of the Participant Group; or

     

    
      	
               
      

            	
              (c)

            	
              with
      the prior written consent of us and
Bunge.

            


    

     

    
      	
              3.

            	
              Notification of Required or
      Unauthorised Disclosure You agree (to the extent permitted by law)
      to inform us of the full circumstances of any disclosure under paragraph
      2(b) or upon becoming aware that Confidential Information has been
      disclosed in breach of this letter.

            


    

     

    
      	
              4.

            	
              Return of Copies If we
      so request in writing, you shall return all Confidential Information
      supplied to you by us or a member of the Group and destroy or permanently
      erase all copies of Confidential Information made by you and use all
      reasonable endeavours to ensure that anyone to whom you have supplied any
      Confidential Information destroys or permanently erases such Confidential
      Information and any copies made by them, in each case save to the extent
      that you or the recipients are required to retain any such Confidential
      Information by any applicable law, rule or regulation or by any competent
      judicial, governmental, supervisory or regulatory body or in accordance
      with internal policy, or where the Confidential Information has been
      disclosed under paragraph 2(b)
above.

            


    

     

    
      	
              5.

            	
              Continuing Obligations
      The obligations in this letter are continuing and, in particular,
      shall survive the termination of any discussions or negotiations between
      you and us. Notwithstanding the previous sentence, the obligations in this
      letter shall cease (a) if you become a party to or otherwise acquired (by
      assignment or sub participation) an interest, direct or indirect in the
      Facility or (b) twelve months after you have returned all Confidential
      Information supplied to you by us or a member of the Group and destroyed
      or permanently erased all copies of Confidential Information made by you
      (other than any such Confidential Information or copies which have been
      disclosed under paragraph 2 above (other than sub-paragraph 2(a)) or
      which, pursuant to paragraph 4 above, are not required to be returned or
      destroyed).

            


    

     

    
      	
              6.

            	
              No Representation;
      Consequences of Breach, etc You acknowledge and agree
      that:

            


    

     

    
      	
               
      

            	
              (a)

            	
              neither
      we nor any of our officers, employees or advisers (each a “Relevant Person”) (i)
      make any representation or warranty, express or implied, as to, or assume
      any responsibility for, the accuracy, reliability or completeness of any
      of the Confidential Information or any other information supplied by us or
      any member of the Group or the assumptions on which it is based or (ii)
      shall be under any obligation to update or correct any inaccuracy in the
      Confidential Information or any other information supplied by us or any
      member of the Group or be otherwise liable to you or any other person in
      respect to the Confidential Information or any such information;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              we
      or members of the Group may be irreparably harmed by the breach of the
      terms of this letter and damages may not be an adequate remedy; each
      Relevant Person or member of the Group may be granted an injunction or
      specific performance for any threatened or actual breach of the provisions
      of this letter by you.

            


    

     

    
      
        
        

      

      
        - 91
-

        
          

        

      

      
        
        

      

    

     

    
      	
              7.

            	
              No Waiver; Amendments, etc
      This letter sets out the full extent of your obligations of
      confidentiality owed to us in relation to the information the subject of
      this letter. No failure or delay in exercising any right, power or
      privilege under this letter will operate as a waiver thereof nor will any
      single or partial exercise of any right, power or privilege preclude any
      further exercise thereof or the exercise of any other right, power or
      privileges under this letter. The terms of this letter and your
      obligations under this letter may only be amended or modified by written
      agreement between us; provided, that any amendment or modification of a
      material term of this letter (including, without limitation, paragraphs 1
      and 2 and the definition of “Confidential Information”) shall also require
      Bunge’s prior written consent.

            


    

     

    
      	
              8.

            	
              Inside Information You
      acknowledge that some or all of the Confidential Information is or may be
      price-sensitive information and that the use of such information may be
      regulated or prohibited by applicable legislation relating to insider
      dealing and you undertake not to use any Confidential Information for any
      unlawful purpose.

            


    

     

    
      	
              9.

            	
              Nature of Undertakings
      The undertakings given by you under this letter are given to us and
      (without implying any fiduciary obligations on our part) are also given
      for the benefit of Bunge, the Borrower and each other member of the
      Group.

            


    

     

    
      	
              10.

            	
              Third party
      rights

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to paragraph 6 and paragraph 9 the terms of this letter may be enforced
      and relied upon only by you and us and the operation of the Contracts
      (Rights of Third Parties) Act 1999 is
excluded.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      any provisions of this letter, (but subject to the proviso set forth
      below) the parties to this letter do not require the consent of any
      Relevant Person or any member of the Group to vary this letter at any
      time;  provided, that any variation of a material term of this
      letter (including, without limitation, paragraphs 1 and 2 and the
      definition of “Confidential Information”) shall require Bunge’s prior
      written consent.

            


    

     

    
      	
              11.

            	
              Governing Law and Jurisdiction
      This letter (including the agreement constituted by your
      acknowledgement of its terms) and any non-contractual obligations arising
      out of or in connection with it (including any non-contractual obligations
      arising out of the negotiation of the transaction contemplated by this
      letter) are governed by and construed in accordance with the laws of
      England and the parties submit to the non-exclusive jurisdiction of the
      English courts.

            


    

     

    
      	
              12.

            	
              Definitions In this
      letter (including the acknowledgement set out
  below):

            


    

     

    “Borrower” means Bunge Finance
Europe B.V., a company formed under the laws of The Netherlands, and its
successors and permitted assigns;

     

    “Bunge” means Bunge Limited, a
company formed under the laws of Bermuda, and its successors and permitted
assigns;

     

    “Confidential Information”
means any information relating to Bunge, the Borrower, the Group, and the
Facility including, without limitation, the Information Memorandum, provided to
you by us or any member of the Group or any of their 

     

    
      
        
        

      

      
        - 92
-

        
          

        

      

      
        
        

      

    

     

    respective
affiliates or advisers, in whatever form, and includes information given orally
and any document, electronic file or any other way of representing or recording
information which contains or is derived or copied from such information but
excludes information that (a) is or becomes generally available to the public
knowledge other than as a direct or indirect result of any breach of this letter
or (b) is known by you before the date the information is disclosed to you by us
or any member of the Group or any of their respective affiliates or advisers or
is lawfully obtained by you after that date, other than from a source which is
connected with the Group and which, in either case, as far as you are aware, has
not been obtained in violation of, and is not otherwise subject to, any
obligation of confidentiality;

     

    “Group” means Bunge and each of
its holding companies and subsidiaries and each subsidiary of each of its
holding companies (as each such term is defined in the Companies Act
2006);

     

    “Information Memorandum” means
the confidential Information Memorandum dated 14 October 2009;

     

    “Participant Group” means you,
each of your holding companies and subsidiaries and each subsidiary of each of
your holding companies (as each such term is defined in the Companies Act 2006);
and

     

    “Permitted Purpose” means
considering and evaluating whether to enter into the Facility.

     

    Please
acknowledge your agreement to the above by signing and returning the enclosed
copy.

     

    Yours
faithfully

     

    ............................................

    For and
on behalf of

     

    [·
Lender]

     

    To:     Bunge
Limited

    


    We
acknowledge and agree to the above:

     

    ............................................

     

    For and
on behalf of

     

    [[·]]

     

    
      
        
        

      

      
        - 93
-

        
          

        

      

      
        
        

      

    

     

    SIGNATURES

     

    
      THE
BORROWER

       

      BUNGE
FINANCE EUROPE B.V.

       

      
        
          
            
              
                	
                        By:

                      	/s/
      HUNTER SMITH	 
      
	 
      	 
      	 
      
	
                        Name:

                      	 
      Hunter Smith	 
      


              

            

          

        

      

    

     

    
      	
              Address:

            	
              11720
      Borman Drive

            


    

    
      	
               
      

            	
              ST.
      Louis, Missouri 63146

            


    

    


    
      	
              Attention:

            	
              John
      Gilsinn

            


    

     

    
      	
              Email:

            	
              john.gilsinn@bunge.com

            


    

     

    
      	
              Fax:

            	
              (314)
      292 2530

            


    

     

    with a
copy to:

     

    Bunge
Limited

     

    
      	
              Address:

            	
              50
      Main Street

            


    

    
      	
               
      

            	
              White
      Plains,

            


    

    
      	
               
      

            	
              New
      York 10606

            


    

    


    
      	
              Attention:

            	
              Hunter
      Smith

            


    

     

    
      	
              Email:

            	
              hunter.smith@bunge.com

            


    

     

    
      	
              Fax:

            	
              (914)
      684 3283

            


    

     

     

     

    
      
        
        

      

      
        - 94
-

        
          

        

      

      
        
        

      

    

     

    THE
ARRANGERS

     

    BNP
PARIBAS

     

    
      
        
          
            
              	
                      By:

                    	/s/
      MARK PEGRUM	 	By: 	/s/
      SUE MINGAY	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	Mark
      Pegrum	 	Name: 	Sue
      Mingay	 
      


            

          

           

        

      

    

    CALYON

    
      
         

        
          
            	
                    By:

                  	/s/
      MATT HELM  	 	By: 	/s/
      BLAKE WRIGHT 	 
      
	 
      	 
      	 	 	 	 
      
	
                    Name:

                  	Matt
      Helm, Director  	 	Name: 	Blake
      Wright, Managing Director 	 
      


          

        

         

      

    

     

    FORTIS
BANK (NEDERLAND) N.V.

    
      
        
          
             

            
              
                	
                        By:

                      	/s/
      MERVIJN DENIE	 	By: 	/s/
      URVASHI
      ZUTSHI	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	Mervijn
      Denie	 	Name: 	Urvashi
      Zutshi	 
      


              

            

             

            
 

          

        

      

    

    THE
ROYAL BANK OF SCOTLAND PLC

    
       

      
        
          	
                  By:

                	/s/
      PHILIPPE SANDMEIER  	 
      
	 
      	 
      	 
      
	
                  Name:

                	Philippe
      Sandmeier  	 
      


        

      

    

     

    


     

    LLOYDS
TSB BANK PLC

    
       

      
        
          	
                  By:

                	/s/
      IAN DIMMOCK  	 
      
	 
      	 
      	 
      
	
                  Name:

                	Ian
      Dimmock  	 
      


        

      

    

     

    


     

    SG
AMERICAS SECURITIES LLC

    
      
        
           

          
            
              	
                      By:

                    	/s/
      SEBASTIEN RIBATTO	 	By: 	/s/
      LIONEL AUTRET	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	Sebastien
      Ribatto, Managing Director	 	Name: 	Lionel
      Autret, Director	 
      


            

          

           


        

      

    

    
      
        
        

      

      
        - 95
-

        
          

        

      

      
        
        

      

    

     

    STANDARD
CHARTERED BANK

     

    
      
        
          
            	
                    By:

                  	/s/
      HENRIK RABER	 
      
	 
      	 
      	 
      
	
                    Name:

                  	Henrik
      Raber	 
      


          

        

         

      

    

     

    COÖPERATIEVE
CENTRALE RAIFEISEN-BOERENLEEN BANK B.A.

    
      
         

         

        
          
            	
                    By:

                  	/s/
      K. DURR	 	By: 	/s/
      K.W. VALKEN	 
      
	 
      	 
      	 	 	 	 
      
	
                    Name:

                  	K. Durr	 	Name: 	K.W. Valken, Global Head TCF Agri	 
      


          

        

         

      

    

    


     

    ING
BANK N.V.

    
      
        
           

           

          
            
              	
                      By:

                    	/s/
      P. DEKKER	 	By: 	/s/
      D. SCHUT	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	P. Dekker	 	Name: 	D. Schut	 
      


            

          

           

        

      

      


    

    THE
ORIGINAL LENDERS

     

    AKBANK
AG

    
      
        
           

           

          
            
              	
                      By:

                    	/s/
      KARL-FRIEDRICH RIEGER	 	By: 	/s/
      BÜLENT
      MENEMENCI	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	Karl-Friedrich Rieger, Managing Director	 	Name: 	Bülent
      Menemenci, Managing Director	 
      


            

          

           

        

      

      


    

    BANCO
ESPIRITO SANTO, S.A.

    
      
        
           

           

          
            
              	
                      By:

                    	/s/
      DAVID S. WIGHTMAN	 	By: 	/s/
      ANDREW ROBISON	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	David S. Wightman, Director	 	Name: 	Andrew Robison, Associate Director	 
      


            

          

           

        

      

      


    

    BANCO
SANTANDER SA., NEW YORK BRANCH

    
      
        
           

           

          
            
              	
                      By:

                    	/s/
      IGNACIO CAMPILLO	 	By: 	/s/
      JESUS LOPEZ	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	Ignacio Campillo, Managing Director 	 	Name: 	Jesus Lopez, Senior Vice President 	 
      


            

          

           

        

      

    

    
      
        
        

      

      
        - 96
-

        
          

        

      

      
        
        

      

    

     

    BANQUE
ESPÍRITO SANTO ET DE LA VÉNÉTIE S.A.

    
      
        
           

           

          
            
              	
                      By:

                    	/s/
      PATRICK GUILLOU	 	By: 	/s/
      FRANCISCO AYAIPOMA	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	Patrick Guillou, Deputy Head of Legal
    Department	 	Name: 	Francisco Ayaipoma, Relationship Manager	 
      


            

          

           

        

      

      


    

    BAYERISCHE
HYPO- UND VEREINSBANK AG

    
      
        
           

           

          
            
              	
                      By:

                    	/s/
      (B.) GLOECKNER	 	By: 	/s/
      R. HANIGK	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	(B.) Gloeckner 	 	Name: 	R. Hanigk 	 
      


            

          

           

        

      

      


    

    BHF-BANK
AKTIENGESELLSCHAFT

    
      
        
           

           

          
            
              	
                      By:

                    	/s/
      WALTER SCHWERTNER	 	By: 	/s/
      ANN MANNAERT	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	Walter Schwertner, Vice-President	 	Name: 	Ann Mannaert, Vice-President	 
      


            

          

           

        

      

      


    

    BNP
PARIBAS

    
      
        
           

          
             

            
              
                
                  
                    	
                            By:

                          	/s/
      MARK PEGRUM	 	By:	/s/
      SUE MINGAY	 
      
	 
      	 
      	 
      
	
                            Name:

                          	Mark
      Pegrum	 	Name:	Sue
      Mingay	 


                  

                

                 

              

            

          

        

      

      


    

    CALYON
NEW YORK BRANCH

    
      
        
           

           

          
            
              	
                      By:

                    	/s/
      MATT HELM	 	By: 	/s/
      BLAKE WRIGHT	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	Matt Helm, Director 	 	Name: 	Blake Wright, Managing Director 	 
      


            

          

           

        

      

      


    

    COMMERZBANK
AKTIENGESELLSCHAFT, LONDON BRANCH

    
      
        
           

           

          
            
              	
                      By:

                    	/s/
      STUART BALL	 	By: 	/s/
      IAN ANDERSON	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	Stuart Ball 	 	Name: 	Ian Anderson 	 
      


            

          

           

        

      

    

    
      
        
        

      

      
        - 97
-

        
          

        

      

      
        
        

      

    

     

    COÖPERATIEVE
CENTRALE

    RAIFFEISEN-BOERENLEENBANK
B.A.

    
      
        
           

          
             

            
              
                	
                        By:

                      	/s/
      K. DURR	 	By: 	/s/
      K.W. VALKEN	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	K. Durr	 	Name: 	K.W. Valken	 
      


              

            

             

          

        

      

      


    

    CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH

    
      
        
           

           

          
            
              	
                      By:

                    	/s/
      KARL STUDER	 	By: 	/s/
      JAY CHALL	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	Karl Studer, Director 	 	Name: 	Jay Chall, Director 	 
      


            

          

           

        

      

      


    

    DBS
BANK LTD.

    
      
        
           

           

          
            
              	
                      By:

                    	/s/
      STEWART BOYD	 	 	 	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	Stewart Boyd 	 	 	 	 
      


            

          

           

        

      

      


    

    EUROPE
ARAB BANK PLC

    
      
        
           

           

          
            
              	
                      By:

                    	/s/
      ROWAN AUSTIN	 	By: 	/s/
      STEPHEN V. KEMP	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	Rowan Austin 	 	Name: 	Stephen V. Kemp 	 
      


            

          

           

        

      

      


    

    FORTIS
BANK (NEDERLAND) N.V.

    
      
        
           

           

          
            
              	
                      By:

                    	/s/
      MERVIJN DENIE	 	By: 	/s/
      URVASHI ZUTSHI	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	Mervijn Denie 	 	Name: 	Urvashí Zutshí	 
      


            

          

           

        

      

      


    

    HSBC
BANK PLC

    
      
        
           

           

          
            
              	
                      By:

                    	/s/
      RYAN SCRIVENER	 	 	 	 
      
	 
      	 
      	 	 	 	 
      
	
                      Name:

                    	Ryan Scrivener 	 	 	 	 
      


            

          

           

        

      

    

    
      
        
        

      

      
        - 98
-

        
          

        

      

      
        
        

      

    

     

    ICBC
(LONDON) LIMITED

     


    
      
        
          
             

            
              
                	
                        By:

                      	/s/
      JINGFEN ZHAO	 	By: 	/s/
      JINLEI XU	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	Jingfen Zhao	 	Name: 	Jinlei Xu	 
      


              

            

             

          

        

      

    

     

    ING
BANK N.V.

    
      
        
          
             

             

            
              
                	
                        By:

                      	/s/
      P. DEKKER	 	By: 	/s/
      D. SCHUT	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	P. Dekker 	 	Name: 	D. Schut	 
      


              

            

             

          

        

      

    

     

    INTESA
SANPAOLO BANK IRELAND PLC

    
      
        
          
             

             

            
              
                	
                        By:

                      	/s/
      ANDREW PLOMP	 	By: 	/s/
      MICHAEL MACKEN	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	Andrew Plomp, Deputy General Manager & Head
      of Business Development	 	Name: 	Michael Macken, Head of Corporate &
      Syndications	 
      


              

            

             

          

        

        


      

    

    ISRAEL
DISCOUNT BANK OF NEW YORK

    
      
        
          
             

             

            
              
                	
                        By:

                      	/s/
      DEREK F. HUDSON	 	 	 	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	Derek F. Hudson, Senior Vice President, Head of
      International Banking Department	 	 	 	 
      


              

            

             

          

        

        


      

    

    KBC
BANK N.V.

    
      
        
          
             

             

            
              
                	
                        By:

                      	/s/
      MARC SACRÉAS	 	By: 	/s/
      INGE GONTHIER	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	Marc Sacréas,
      Relationship Manager	 	Name: 	Inge Gonthier, General Manager	 
      


              

            

             

          

        

        


      

    

    LLOYDS
TSB BANK PLC

    
      
        
          
             

             

            
              
                	
                        By:

                      	/s/
      IAN DIMMOCK	 	 	 	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	Ian Dimmock 	 	 	 	 
      


              

            

             

          

        

        


      

    

    MIZUHO
CORPORATE BANK, LTD.

    
      
        
          
             

             

            
              
                	
                        By:

                      	/s/
      LEON MO	 	 	 	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	Leon Mo	 	 	 	 
      


              

            

             

          

        

      

    

     

    
      
        
        

      

      
        - 99
-

        
          

        

      

      
        
        

      

    

     

    NATIONAL
AUSTRALIA BANK LIMITED ABN 12 004 044 937

    
      
        
          
             

             

            
              
                	
                        By:

                      	/s/
      ALEXANDER ROBERT HARKER	 	 	 	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	Alexander Robert Harker	 	 	 	 
      


              

            

             

          

        

        


      

    

    NATIONAL
BANK OF GREECE S.A.

    
      
        
          
             

             

            
              
                	
                        By:

                      	/s/
      ATAKAN AKKAYA 	 	By:	/s/
      OKTAY GUMRUKCU	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	Atakan Akkaya	 	Name:	Oktay Gumrukcu	 
      


              

            

             

          

        

        


      

    

    NATIXIS

    
      
        
          
             

             

            
              
                	
                        By:

                      	/s/
      VINCENT MAZELI	 	By: 	/s/
      FLORENT DUPUI	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	Vincent Mazeli	 	Name: 	Florent Dupui	 
      


              

            

             

          

        

        


      

    

    SOCIÉTÉ
GÉNÉRALE

    
      
        
          
             

             

            
              
                	
                        By:

                      	/s/
      SEBASTIEN RIBATTO	 	By: 	/s/
      LIONEL AUTRET	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	Sebastien Ribatto, Managing Director	 	Name: 	Lionel Autret, Director	 
      


              

            

             

          

        

        


      

    

    STANDARD
CHARTERED BANK

    
      
        
          
             

             

            
              
                	
                        By:

                      	/s/
      HENRIK RABER	 	 	 	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	Henrik Raber	 	 	 	 
      


              

            

             

          

        

        


      

    

    STATE
BANK OF INDIA, LOS ANGELES AGENCY

    
      
        
          
             

             

            
              
                	
                        By:

                      	/s/
      SANJAY GAUTAM	 	 	 	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	Sanjay Gautman, V.P. (Credit &
    Operations)	 	 	 	 
      


              

            

             

          

        

        


      

    

    THE
ROYAL BANK OF SCOTLAND PLC

    
      
        
          
             

             

            
              
                	
                        By:

                      	/s/
      PHILIPPE SANDMEIER	 	 	 	 
      
	 
      	 
      	 	 	 	 
      
	
                        Name:

                      	Philippe Sandmeier	 	 	 	 
      


              

            

             

          

        

      

    

     

    
      
        
        

      

      
        - 100
-

        
          

        

      

      
        
        

      

    

     

    
      THE
BANK OF TOKYO-MITSUBISHI UFJ, LTD.

      
        
          
            
               

               

              
                
                  	
                          By:

                        	/s/
      ANDREW TRENOUTH	 	 	 	 
      
	 
      	 
      	 	 	 	 
      
	
                          Name:

                        	Andrew Trenouth 	 	 	 	 
      


                

              

               

            

          

          


        

      

      UNION
DE BANQUES ARABES ET FRANÇAISES - U.B.A.F

      
        
          
            
               

               

              
                
                  	
                          By:

                        	/s/
      SERGE DE BEAUFORT	 	 	 	 
      
	 
      	 
      	 	 	 	 
      
	
                          Name:

                        	Serge de Beaufort, Chief Executive
    Officer 	 	 	 	 
      


                

              

               

            

          

          


        

      

      ZURICH
CANTONALBANK

      
        
          
            
               

               

              
                
                  	
                          By:

                        	/s/
      MARKUS WÜSTINER	 	By: 	/s/
      MAX RECHSTEINER	 
      
	 
      	 
      	 	 	 	 
      
	
                          Name:

                        	Markus Wüstiner	 	Name: 	Max Rechsteiner	 
      


                

              

               

            

          

          


        

      

      THE
AGENT

       

      FORTIS
BANK (NEDERLAND) N.V.

      
        
          
            
               

               

              
                
                  	
                          By:

                        	/s/
      L.J.M. VAN DER KNAAP	 	By: 	/s/
      D.N. DE BAAN	 
      
	 
      	 
      	 	 	 	 
      
	
                          NAME: 
      

                        	L.J.M. van der Knaap	 	Name: 	D.N. de Baan	 
      


                

              

               

            

          

          


        

      

      Contact
Details:

       

      FORTIS
BANK (NEDERLAND) N.V.

       

      Syndicated
Loans Agency

       

      
        	
                Address:

              	
                Fortis
      Bank Nederland

              


      

      
        	
                 
      

              	
                Coolsingel
      93 3012 AE Rotterdam

              


      

      
        	
                 
      

              	
                The
      Netherlands

              


      

      


      
        	
                Attention:

              	
                Mark
      Meijer (senior officer)

              


      

       

      
        	
                Telephone:

              	
                +31
      10401 6047

              


      

       

      
        	
                Fax:

              	
                +31
      10401 5937

              


      

       

      
        	
                Email:

              	
                mark.meijer@nl.fortis.com

              


      

       

      
        
          
          

        

        
          - 101
-

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT

     

    Form
of Parent Guarantee

     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

    -
102 -